SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

|X|   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934

For the fiscal year ended December 31, 2004

|_|   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934.


                               MRU HOLDINGS, INC.
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                 (Name of small business issuer in its charter)

                        Commission file number 000-33487


          Delaware                                    33-0954381
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(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


600 Lexington Avenue, New York, New York 10022                          90292
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(Address of principal executive offices)                              (Zip Code)


                                 (212) 754-0774
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              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


Securities Registered Pursuant to Section 12(b) of the Act: None.

Securities Registered Pursuant to Section 12(g) of the Act: common stock, $0.001
par value per share


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. |X| Yes |_| No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. |_|

Issuer's revenues for the year ended December 31, 2004 were approximately $8,000

<PAGE>


The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant,  based on the average  bid and asked  prices on the Over the Counter
Bulletin Board on April 20, 2005 was approximately $39,999,541.

The number of shares outstanding of the issuer's common stock, $0.001 par value,
as of the latest practicable date: 13,586,201 shares as of April 20, 2005.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format (Check one): |_| Yes |X| No

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I
<S>             <C>                                                                                                 <C>
   ITEM 1.      DESCRIPTION OF BUSINESS..............................................................................1
   ITEM 2.      DESCRIPTION OF PROPERTY..............................................................................9
   ITEM 3.      LEGAL PROCEEDINGS....................................................................................9
   ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................................................9

PART II

   ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............................................9
   ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS................................................................10
   ITEM 7.      FINANCIAL STATEMENTS................................................................................11
   ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE................11
   ITEM 8A.     CONTROLS AND PROCEDURES.............................................................................12

PART III

   ITEM 9.      DIRECTORS AND EXECUTIVE OFFICERS....................................................................12
   ITEM 10.     EXECUTIVE COMPENSATION..............................................................................16
   ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......................................17
   ITEM 12      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................................................19
   ITEM 13      EXHIBITS AND REPORTS ON FORM 8-K....................................................................19
   ITEM 14      PRINCIPAL ACCOUNTANT AND FEES AND SERVICES..........................................................20

   EXHIBIT INDEX ...................................................................................................22
   FINANCIAL STATEMENTS............................................................................................F-1
</TABLE>


<PAGE>


          SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This report  contains  "forward-looking"  information  within the meaning of the
federal securities laws. The  forward-looking  information  includes  statements
concerning our outlook for the future,  as well as other  statements of beliefs,
future plans and  strategies  or  anticipated  events,  and similar  expressions
concerning  matters that are not historical facts.  Forward-looking  information
and  statements  are  subject to many risks and  uncertainties  that could cause
actual results to differ  materially from those expressed in, or implied by, the
statements. These risks and uncertainties include:

      o     our ability to implement our loan guarantee product;

      o     our ability to accurately predict loan default rates;

      o     the availability of other higher education financing alternatives;

      o     legal  regulation  of our business and the cost of  compliance  with
            laws that may become applicable to our business; and

      o     other risks and  uncertainties  described in our reports and filings
            with the U.S. Securities and Exchange Commission.

You are  cautioned  not to place undue  reliance on  forward-looking  statements
because actual results may differ materially from those expressed in, or implied
by, the statements. Any forward-looking statement that we make speaks only as of
the date of such  statement,  and we  undertake  no  obligation  to  update  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or  otherwise.  Comparisons  of results for current and any prior periods
are not  intended  to  express  any  future  trends  or  indications  of  future
performance,  unless  expressed as such, and should only be viewed as historical
data.

When used in our documents or presentations, the words "anticipate," "estimate,"
"expect,"  "objective,"  "projection,"  "forecast,"  "goal" or similar words are
intended  to   identify   forward-looking   statements.   We  qualify  any  such
forward-looking statements entirely by these cautionary factors.

                                     PART I

Item 1. Description of Business

Company History

We were  incorporated  under the laws of the State of Delaware on March 2, 2000.
MRU Holdings is a specialty  finance company who profiles and provides  students
with funds for higher education using a blend of current market credit practices
as well as our own  proprietary  analytic  models and decision  tools. We have a
prominent  brand name  "MyRichUncle(TM)"  and highly  scalable loan  origination
infrastructure.  We utilize  these assets to provide  federally  guarantied  and
private  loans to students on a referral  basis.  We have taken  steps,  as more
fully described  herein, to facilitate our entry into the student lending market
as a lender and originator of federally guarantied and private student loans.

On July 8, 2004, we completed a share exchange ("Share Exchange") with the stock
holders  of  Iempower,   Inc.,  a  Delaware   corporation   doing   business  as
MyRichUncle(TM)  ("Iempower"),  pursuant  to  which  we  acquired  100%  of  the
outstanding  capital stock of Iempower in exchange for  6,863,433  shares of our
common  stock,  par value $.001 per share (the  "Common  Stock")  and  2,136,567
Common Stock  purchase  warrants  issued to  Iempower's  warrant  holders  (each
warrant is  exercisable  to  purchase  one share of Common  Stock with a weighed
average  exercise  price  of  $0.45  per  share)  (the  "Share  Exchange").   In
conjunction with the Share Exchange,  we changed our name to MRU Holdings,  Inc.
Although  we  acquired  Iempower  as  a  result  of  the  Share  Exchange,   the
stockholders of Iempower hold a majority of our voting interests.  Additionally,
the Share  Exchange  resulted in  Iempower's  management  and Board of Directors
assuming operational control of the Company.


                                       1
<PAGE>

On February 4, 2005, MRU Lending, Inc. ("MRU Lending"), an indirect wholly-owned
subsidiary  of  the  Company,  entered  into a  credit  agreement  (the  "Credit
Agreement") with Nomura Credit & Capital,  Inc.  ("Nomura") which provides for a
$165  million  secured   revolving  credit  facility  for  the  origination  and
warehousing of private student loans (the "Student Loan Credit  Facility").  The
loans under the Credit  Agreement are secured by, among other things,  a lien on
all of the  student  loans  financed  under the Credit  Agreement  and any other
student loans owned by MRU Lending and not otherwise  released,  together with a
pledge of 100% of the capital  stock of MRU  Lending.  The  Student  Loan Credit
Facility has a term of three  years.  Upon  execution  of the Credit  Agreement,
Nomura received  warrants to purchase  7,999,449 shares of our Common Stock (the
"Nomura  Warrants"),  equal to 27.5%  beneficial  ownership  of the Company on a
diluted basis,  with an initial  exercise price of $3.50 per share and which are
subject to standard weighted average  anti-dilution  protection for issuances of
securities below the initial exercise price. 22.5% of the Nomura Warrants vested
on February 4, 2005 and the remaining 5% will vest on the second  anniversary of
the  closing  date of the  Credit  Agreement.  Contemporaneously  with  and as a
condition  to the  execution  of the Credit  Agreement,  the  Company  sold in a
private  placement  offering  (the "Private  Placement  Offering") to accredited
investors 3,250,006 shares of its Series A Convertible  Preferred Stock ("Series
A  Preferred  Stock")  at a price of $3.50 per  share.  In  connection  with the
completion  of  the  Private  Placement  Offering,  the  Company  issued  to its
placement  agents  warrants to  purchase  227,500  shares of Common  Stock at an
exercise price of $3.50 per share (the "Placement Agent Warrants").

The Business

We are a specialty  finance company that facilitates and provides  students with
funds for higher  education.  Equipped with  proprietary  analytical  models and
decision tools, we are able to profile and provide customized financial products
to each student. We receive financing requests from students which we then refer
to lenders.  We have taken steps, as more fully described  herein, to facilitate
our  entry  into the  student  lending  market  as a lender  and  originator  of
federally guaranteed and private student loans.

We offer three primary financial products to students and financial institutions
participating  in  the  specialty  finance  educational  lending  sector.  These
products include private alternative student loans; guarantees for students with
certain credit  challenges  such as the lack of a co-signor or such as a foreign
resident seeking credit support to obtain domestic  educational  financing while
attending school in the U.S.; and federally-guaranteed  student loans originated
by us on on behalf of other lenders. We will generate revenues from (i) referral
or sale of  federal  loans,  (ii)  origination  fees and  guaranty  fees,  (iii)
residual  cash  flows  from the sale or  securitizations  of  portfolios  of our
alternative student loans and (iv) interest surcharges related to our guarantees
of student loans.

We use a unique and proprietary  underwriting model which we believe provides us
with a compelling competitive advantage. By combining traditional credit scoring
methods with our  proprietary  underwriting  matrix,  which  considers  the loan
applicant's  GPA,  academic  concentration,   prior  work  experience,  and  the
educational  institution  which they are  attending,  we generate our own credit
index which we believe is more  insightful  and robust  regarding an applicant's
future  repayment  capabilities.  Our  approach  may  offer  students  who would
otherwise  be  disqualified   under   traditional   credit  scoring  methods  an
opportunity to obtain funding for their education. Conversely, we may disqualify
or  price-adjust  loans for students that otherwise would be viewed as viable or
of a certain  credit risk under  traditional  methods.  We believe that no other
educational finance company currently uses a similar approach to evaluating loan
applicants or determining loan pricing.  Our  underwriting  process adds another
layer of analytical precision to traditional  evaluation tools and helps us make
more informed lending decisions.

In addition to our unique  underwriting  methodology,  we take a highly  focused
approach to our marketing  while  maintaining  one of the most diverse  sourcing
channels in the industry. Of the approximately 6,400 accredited  institutions of
higher  education  in  the  United  States,   we  focus  only  on  the  top  550
undergraduate and professional graduate institutions.  The professional graduate
disciplines that we target include law, business administration, engineering and
medicine.  We have also set limits on geographic  concentrations of the loans as
well as the  institution-specific  concentration  of the loan  portfolio.  These
criteria define our lending and marketing methods. We believe that this targeted
approach  will  consistently  yield  the  optimal  mix  of  attractive  pricing,
acceptable credit risk and a sufficiently deep base of potential  customers.  In
contrast, we use a highly diverse approach to sourcing potential customers which
we  believe  will  create  more  sustainable   distribution  channels  than  our
competitors.  We are one of the few companies in this sector to market  directly
to students.  Our direct  marketing  channels  include  Internet  marketing  and
advertising campaigns,  direct mail campaigns,  and our branded  MyRichUncle(TM)
web site.  In  addition,  we  intend to  develop  indirect  origination  sources
including  referrals  from  schools and  universities  and third party  referral
companies.  In  the  future,  we may  also  enter  into  private  label  lending
arrangements  with large banks and  financial  institutions.  Equipped  with our
unique credit model, our focused marketing and diverse distribution channels, we
are well  positioned  to enter and grow in the  market  for  higher  educational
products and services.


                                       2
<PAGE>

Industry Background

The federal  government  determines  what a family  should  contribute  toward a
student's  education  costs.  This is called the  Expected  Family  Contribution
("EFC").  Financial aid administrators determine an applicant's need for federal
student aid from the U.S.  Department of Education ("DoE") and other non-federal
sources  of  assistance  by  subtracting  the EFC  from  the  student's  cost of
attendance.

Families submit the Free Application for Federal Student Aid ("FAFSA"). The data
provided is processed  through the EFC formula and is used to determine the need
for assistance from the following types of federal student financial assistance:
Federal Pell Grants ("Pell Grants"),  subsidized  William D. Ford Federal Direct
Loans made under the Direct Loan Program ("Direct  Loans"),  subsidized  Federal
Family  Education  Loans  ("FFELP"),  and  assistance  from  the  "campus-based"
programs--Federal Supplemental Educational Opportunity Grants ("SEO Grants") and
Federal  Perkins Loans,  and Federal  Work-Study  ("FWS").  The  methodology for
determining  the EFC is found in Part F of Title IV of the Higher  Education Act
of 1965, as amended ("HEA").

However,  over the last decade,  the  increasing  cost of higher  education  and
decreasing  government  support for higher education has generated a substantial
gap between  viable sources of education  funding and  increasing  tuition costs
which results in a mismatch  between what the government  expects families to be
able to contribute and what families can actually afford or are willing to pay.

Historically,  grant  programs  such as the Pell  Grant  was the  foundation  of
college  financial  aid. Pell Grants are given to families  with annual  incomes
below $20,000, while SEO Grants are reserved for even needier students. However,
most students do not qualify for Pell Grants.  The amount available under a Pell
Grant  increases  as a student's  income  decreases  and the cost of  attendance
increases. Nonetheless, the maximum amount available is $4,050. We estimate that
such aid covers  approximately 29% of the average fixed costs (tuition and fees,
room and board) at a four-year public college and approximately 14% at a private
four-year college.

As a result of very specific eligibility requirements and/or limits available on
grants  and  loans,  the  amount of funds  made  available  to  students  may be
insufficient to cover the total cost of higher  education.  This gap,  sometimes
called  the "unmet  need,"  occurs  when the sum of the EFC and total  available
financial aid is less than the cost of attendance. In order to bridge this unmet
need  students are forced to finance  education  through  private loans or other
debt.

Consequently, students increasingly rely on private loans (not guaranteed by the
government) and credit cards to fund their education  expenses.  The loan limits
for   government-guaranteed   FFELP   loans  are   $23,500   over  4  years  for
undergraduates  and  $18,500 per year for  graduate  students.  Average  private
university tuition is $40,000 + per year.

Federal Loans - The federal  education  loan programs offer lower interest rates
and more  flexible  repayment  plans than most  consumer  loans,  making them an
attractive way to finance education. Students may be able to deduct up to $2,500
in student loan interest each year.

These federal loans are offered  through two programs  with  different  delivery
systems:  the William D. Ford Federal Direct Loan Program  ("Direct  Loans") and
the Federal  Family  Education Loan Program  ("FFELP").  Although the borrower's
eligibility  is the same  under  either  program,  the  procedures  for each are
different  because funds for Direct Loans are provided directly to the school by
the federal  government,  while loan funds under FFELP are usually provided by a
private lender and are  guaranteed by a state  guaranty  agency and reinsured by
the federal government.


                                       3
<PAGE>

The federal  guaranty on the FFELP loans replaces the security (the  collateral)
usually required for long-term loans from banks and credit unions.  Although the
guaranty   agency's   procedures   and  policies   must  conform  to  the  FFELP
requirements,  individual  guaranty agencies may have additional  procedures and
policies.  Several  thousand  financial  institutions  participate  in the FFELP
program.  In addition,  some  schools have opted to become  lenders in the FFELP
program.

The  following  types of loans are  available  through the Direct Loan and FFELP
programs:

o     Subsidized Stafford Loans:  awarded to students who demonstrate  financial
      need.  Because the DoE subsidizes the interest,  borrowers are not charged
      interest  while they are  enrolled  in school at least half time or during
      grace and deferment periods.

o     Unsubsidized  Stafford Loans:  awarded to students regardless of financial
      need.  Borrowers  are  responsible  for paying the interest as it accrues.
      Independent  students  and students  whose  parents are not eligible for a
      PLUS Loan (see below) have higher unsubsidized loan limits.

o     PLUS  Loans:  allow  parents  to  borrow  on  behalf  of  their  dependent
      undergraduate  children  who are  enrolled  at least  half  time.  As with
      unsubsidized  Stafford  Loans,  borrowers are responsible for the interest
      that accrues on PLUS Loans throughout the life of the loan.

o     Consolidation  Loans:  allow a  borrower  to combine  one or more  federal
      education  loans into a single loan to facilitate  repayment.  Because the
      repayment period is longer, Consolidation Loans may be a way to reduce the
      borrower's monthly payments;  however,  the total interest repaid over the
      life of the loan is usually higher. The consolidation process usually does
      not directly involve the school because generally the consolidating lender
      purchases qualifying student loans from other lenders.

FFELP loans are presently  offered by a large number of financial  institutions.
Sallie Mae,  Nellie Mae,  Citibank,  Zions Bank, Bank One, JP Morgan Chase Bank,
Educaid,  PNC, Wells Fargo, AES, Bank of America,  and Key Bank are a few of the
many providers of FFELP loans.

Stafford  Loans  allow  dependent  undergraduates  to borrow up to $2,625  their
freshman  year,  $3,500 their  sophomore year and $5,500 for each remaining year
(independent  students  and students  whose  parents have been turned down for a
PLUS loan can borrow an additional  unsubsidized  $4,000 the first two years and
$5,000 the  remaining  years).  Graduate  students can borrow  $18,500 per year,
although only $8,500 of that is subsidized.  There are also cumulative limits of
$23,000  for  an  undergraduate  education  and a  $65,500  combined  limit  for
undergraduate  and graduate.  (For  independent  students and for students whose
parents were denied a PLUS loan the cumulative  limits are $46,000 and $138,500,
respectively.)

Private Loans -- Private loans,  also known as alternative loans or supplemental
loans,  help bridge the gap between the actual cost of education and the limited
amount the government  allows  students to borrow through its programs.  Private
loans are offered by private lenders without federal forms to complete.

Private  loans are used for many  reasons:  to fill the gap  between a student's
financial aid package and the actual cost of  attendance,  to help cover the EFC
calculated under financial aid formulas,  or to pay for additional  expenses not
normally  covered  by  other  forms  of  aid.  In  many  cases,  the  EFC may be
unaffordable  as it does not factor in  non-collateralized  loans such as credit
card  debt.  Parents  may also  prefer  that  students  be  responsible  for the
financing.

With the growing gap between the amount  students  and  families  are willing or
able  to pay for  college  and  actual  college  costs  after  governmental  and
institutional  aid  are  considered--often   referred  to  as  "unmet  financial
need"--private  loans are becoming  increasingly  important  as a mechanism  for
financing postsecondary education.  Some families turn to private loans when the
federal  loans do not  provide  enough  money or when they  need  more  flexible
repayment options. For example, a parent might want to defer repayment until the
student  graduates,  an option that is only  available to parents in  particular
circumstances who request deferral.

Chase, CitiBank, Key Bank, Wachovia,  Bank of America,  AccessGroup,  Chela, and
FirstMarblehead  are a few of the  key  players  providing  different  types  of
private loans products and services  depending on the student's  level of study.
The interest  rates on private loans tend to be higher than on the loans offered
by the federal government.


                                       4
<PAGE>

Under Title IV of the Higher Education Act, the federal government has created a
provision  that private loans which are  guaranteed by a non-profit  corporation
are non-dischargeable in the event of bankruptcy.  As a result,  private lenders
seek to have  their  loans  guaranteed  by a  non-profit  guaranty  agency.  The
Education  Resources  Institute  ("TERI")  is a  provider  of  such  guaranties.
Citizens  Bank,  Educaid,  Fleet  National  Bank,  National  City Bank,  Bank of
America,  HSBC Bank, Charter One Bank and Allfirst Bank are among the banks that
have their loans  guaranteed  by TERI.  In exchange  for TERI's  guaranty,  TERI
receives  guaranty fees which can be passed on to the borrower.  These fees vary
based on the credit quartiles TERI determines the borrower to be in.

Product Offerings

We created a suite of products  to appeal to and satisfy the needs of  students,
their families,  and  participating  financial  institutions  and to address the
overall  inefficiencies  within the student loan market. We aim to be a one-stop
shop that provides  traditional and merit-based  financing for higher  education
financing  needs.  Our range of  products  will make it possible  for  qualified
students to obtain private and federal loans. These products include:

o     Private  Student Loans - Private  student loans  supplement  financing for
      qualified  students  beyond  what  they can  obtain  through  the  federal
      government and are not guaranteed by the  government.  To facilitate  this
      product,  we have established the Student Loan Credit Facility with Nomura
      which we anticipate will provide substantially all of the financing we now
      estimate will be required.  We plan to originate loans and warehouse these
      loans. It is anticipated that these loans will then be either sold to loan
      purchasers,  or  to  other  larger  financial  institutions,   or  may  be
      securitized.  We  expect  to  derive  revenues  from  an  origination  fee
      generated  upon the  execution of the loan and our share of residual  cash
      flows generated through the securitization or sale of the loans.  Revenues
      from the sale of loans  can  either  be paid  upon the sale of the loan or
      paid over time in the form of a residual.  Securitizations  can provide us
      with residual cash flows that are paid over time.  However,  if we receive
      residuals  that are paid  over the life of the  loan,  current  accounting
      rules allow us to book the net present value of the revenues in the period
      that the sale or securitization occurred.

o     Loan Guaranties  -Through our subsidiary MRUG we intend to guarantee loans
      provided  by  third-party  lenders  to  students  with  particular  credit
      challenges.  We plan to enable students,  with or without  co-signors,  to
      have their loans guaranteed if they meet our credit index requirements. It
      is anticipated  that students will pay fees to us for this service,  which
      includes an upfront guaranty fee and an annual interest surcharge over the
      life of the  loan.  We plan to  support  MRUG with $50  million  in equity
      raised by the sale of MRUG preferred stock to Universal Finanz Holding AG.
      Subject to the execution of  definitive  documentation,  Universal  Finanz
      Holding AG has committed to invest up to $50 million into MRUG to serve as
      the equity  reserve  against  which  MRUG will  guaranty  loans.  Revenues
      generated  from the guaranty fees and surcharges  will be divided  between
      Universal  Finanz  Holding AG and MRUG with  Universal  Finanz  Holding AG
      receiving 65% and MRUG receiving the remainder.  Universal  Finanz Holding
      AG will  hold  preferred  stock  in  MRUG  currently  equal  to 65% of the
      ownership interest in MRUG on a diluted basis.

o     Federal Loans - We intend  initially to refer students'  federal loan neds
      to other  lenders.  We  receive a premium  from such  lenders  for  funded
      applications.  We expect,  at the appropriate  time, to originate  federal
      loans  that  we  will  sell  for a  larger  premium  to  secondary  market
      purchasers of federal loans.  We will follow the  government's  guidelines
      for  originating  and servicing  federal  loans.  These  functions will be
      outsourced to third-party servicers.

Private Loans

We will  originate  private  student loans using a blend of  established  credit
market  practices  as  well  as  our  own  proprietary   underwriting  criteria,
analytical models and decision tools. We established a $165 million Student Loan
Credit  Facility  with  Nomura.  The  facility  will  be  used  to  finance  our
alternative student loan products. The loans eligible under the facility will be
loans originated by us that meet our underwriting  criteria.  Eligible loans can
remain  under the  facility for no more than 15 months at which time these loans
will either be sold to a third party,  repurchased by us or be securitized.  The
term of the Student Loan Credit Facility is three years.

We will warehouse our alternative  private loans through the Student Loan Credit
Facility.  We will  receive  fees for the  origination  of the  loans as well as
revenues in the form of residuals from the sale or  securitization  of the loans
which we will split with Nomura under the terms described herein.


                                       5
<PAGE>


Loan Guaranties

With respect to private loans,  in many cases students must have a credit worthy
co-signor.  Many  students are unable to procure  private  student loans because
they are  unable to  provide  such a  co-signor.  We plan to make  available  to
students a loan guaranty product by having our guaranty agency co-sign on behalf
of such students  enabling them to procure  student loans.  In exchange for this
guaranty  service,  students  will pay a  guaranty  fee and an  annual  interest
surcharge over the life of the loan.  Guaranty funds would be provided through a
credit support facility with Universal Finanz Holding AG.

In October 2004,  we announced  that  Universal  Finanz  Holding AG  "Universal"
committed to provide up to $50 million of credit  support for MRUG, our guaranty
subsidiary,  to serve as the equity  reserve  against  which MRUG will  guaranty
loans.  Under  the  terms of the  financing,  Universal  will  have the right to
purchase up to a 65% ownership  interest in MRUG and pay the purchase  price for
such ownership  interest by releasing MRUG from its obligation to repay an equal
amount of its  outstanding  obligations  to Universal  under the credit  support
facility. If fully funded and the purchase right exercised,  Universal will have
a 65%  ownership  interest in MRUG in the form of Series A  Perpetual  Preferred
Stock of MRUG.  Eligible  borrowers  who require a guaranty  will pay an upfront
guaranty fee and be charged an annual fee for the term of their loan.  We intend
to sell the cash flows from the annual fees for their NPV.  All of the fees will
be  divided  between  us and  Universal  at 35%  and  65%,  respectively,  after
Universal receives its reserve amount.

FFELP Loans

To provide a "one-stop shop" for higher  education  finance,  we plan to provide
students with FFELP loans.  With respect to FFELP loans,  we will be required to
meet federal requirements for the eligibility of borrowers.

We plan to serve initially as a referrer of federal loans by directing  students
to lenders.  We will receive a premium for all funded student  applications.  We
intend to  ultimately  be an  originator  of federal loans and sell the loans we
originate to secondary market purchasers.  The sale of loans to secondary market
purchasers  requires us to use our balance sheet to originate  loans as well has
handle the origination process. As a result, we receive a higher premium than if
we were simply referring loans. Premiums are computed based on the nature of the
loan and purchasers specific pricing grid. To proceed, we must appoint a Trustee
Lender. We have chosen Deutsche Bank as our Trustee Lender. A final agreement is
pending.  We must have a government  guarantor willing to guaranty the loans. We
must  execute  an  agreement  with  the  guarantor  and  meet  the   guarantor's
requirements  and procedures.  Thereafter,  we will be required to have a Lender
Identification  Number  ("LID") from the DoE. Once we are assigned an LID we may
commence lending through our trust.

At this time, we intend to outsource both origination and servicing to companies
with expertise in the origination and servicing of FFELP loans.  These companies
handle   any   borrower   inquiries,   electronic   signatures,    recordkeeping
requirements,  and procedures for the assignment,  sale or transfer of loans. In
addition,  the companies perform all reporting functions including informing the
guarantor,  credit bureaus and the National Student Loan Data System  ("NSLDS").
Loan origination and servicing is an established,  efficient industry and we can
choose from a wide range of providers.  At this time, we are in discussions with
an  established,  independent  third-party  originator  and  servicer of student
loans.

Company Operations

Marketing

We intend to  leverage  our brand  identity  in the higher  education  financing
space.  As a result of our unique name and  offerings,  to date we have received
approximately   $100  million  in  financing  requests  with  minimal  marketing
expenditures. We generally receive demand for our products without solicitation;
many of our customers hear about the Company through word of mouth.

We will  originate  loans in a variety  of ways.  We have  established  a school
channel sales force to reach out to high schools, colleges and universities.  We
focus on certain  institutions  and continue to nurture key  relationships  with
individuals who opine credibly about available financing options,  universities,
independent researchers and institutions, as well as to work closely with people
in the education finance industry.


                                       6
<PAGE>

We are  also  forming  referral  relationships  with  third-parties  who wish to
provide   private  loan  products  to  their  customer   base.   Many  of  these
third-parties  have a proven  track-record  of  referring  loan  volume to other
lenders and are interested in working with us.

Additionally, rather than rely exclusively on third-party channels to originate,
we are also able to go  directly  to  students.  We will use a variety of direct
marketing  strategies to originate  substantial  volumes from direct interaction
with students and further build a substantial  customer  database of individuals
seeking out financing for higher education.  In addition, this approach provides
MRU  with  greater  control  of  its  distribution   channels  relative  to  its
competitors who may ultimately compete with their current distribution partners.

Our website,  www.MyRichUncle.com,  is currently  the primary  means by which we
convey information about our products and interacting with students.  In various
sections of the website,  students,  the  financial aid community and others can
learn about our products, read press pieces, and submit questions.  Students can
also apply online and receive customer services.

Credit Model

Current  traditional  credit  scoring  takes into account  only an  individual's
history,  not his or her future  potential.  Corporate  credit markets take into
account not only a borrower's  payment  history,  but also the expectations of a
borrower's  future cash flow as well to  determine  both credit  worthiness  and
credit limits. Similarly, we take a more holistic approach to consumer credit by
assessing not only an  individual's  credit score,  but also his or her expected
future repayment capability.  We have developed a robust proprietary data system
that analyzes a wider range of data to compute an individual's  estimated future
repayment capability.  This estimate can be used in a variety of ways, including
determining an individual's  ability to service debt. This innovation enables us
to more  intelligently  profile  consumers  and  provide  them  with  customized
financial  products.  We are  focused  initially  on top  tier  schools  in each
discipline  because of the  predictability  and excellent  performance  of their
students,  and will expand into  successively  lower tiered schools upon proving
our underwriting  methodology.  Top tier schools are those ranked in the top 550
nationally  for their  disciplines.  The median  starting  salary for our target
schools will be well above national averages. We plan to concentrate on the loan
applicant's  future  employment  prospects and have discovered that unemployment
rates for professional graduate degree holders are extremely low. We will take a
more disciplined  approach to the market,  initially,  particularly in our first
year and target highly qualified, professionally inclined students attending top
universities.  Upon achieving market  penetration in this  demographic,  we will
branch tier-wise into other tiers of schools.

Customer Service

We employ a staff of  customer  service  and  technical  support  personnel  who
provide  support to all users of our services.  Our staff  provides  support via
email and telephone.  The responsibilities of our customer service and technical
support personnel include:

o     responding  to  consumers'  questions  about the  status  of their  credit
      request, how to use our website, and other frequently asked questions; and

o     providing technical support to technical and systems questions.

Additionally,  our on line origination  platform offers students the opportunity
to obtain the loan products and other services we intend to provide. Our website
is the  primary  means by which  students  request  funds.  Students  access the
website  and  receive   information   about  the  products.   Students  download
applications  or apply  directly  online.  Prior to  submission of the student's
application, each student verifies under penalty of perjury that the information
provided in his or her student financing  application is true and correct to the
best of his or her knowledge  and belief and is made in good faith.  The student
authorizes the  institution for which he or she is applying for funds to certify
his or her academic status for the purpose of confirming  eligibility for funds.
The  student  also   authorizes  us,  or  a  servicing   agent,  to  investigate
creditworthiness  and to  furnish  information  concerning  the  application  to
consumer  reporting  agencies  and other  persons who may legally  receive  such
information.

Servicing and Collections

At this time we are acting purely as a loan  originator and are not  responsible
for the  servicing  of the loans.  We plan to outsource  servicing  for loans we
originate.


                                       7
<PAGE>

Privacy Policy

We believe that issues  relating to privacy and use of personal  information  of
Internet  users are  becoming  increasingly  important  as the  Internet and its
commercial use grow. As a result, we have adopted a detailed privacy policy that
outlines how we use  consumer  information  and the extent to which  lenders and
other  third  parties may access this  information.  This policy is  prominently
noted  on  our  website.  We  do  not  sell,  license  or  rent  any  personally
identifiable  information  about our consumers to any third party,  and will use
the information about its customers for internal purposes only.

Generally, the privacy provisions of the recently enacted Gramm-Leach-Bliley Act
include the following:

o     prohibit  financial  institutions  from disclosing to  unaffiliated  third
      parties nonpublic personal information  collected from consumers,  subject
      to several exceptions;

o     require  financial  institutions to develop and disclose  consumer privacy
      policies;

o     empower  federal  regulators  with the  authority to regulate  information
      sharing and enforce the provisions of the law; and

o     allow states to pass stricter financial privacy laws.

Compliance with the  Gramm-Leach-Bliley Act became mandatory on July 1, 2001. We
work with our lenders to assist them in complying with their  obligations  under
the act, to the extent possible, through our website.

Intellectual Property

We regard our  intellectual  property as important to our success.  We rely on a
combination of patent, trademark,  copyright law, and trade secret protection to
protect our  proprietary  rights.  We have applied for a U.S. patent and filed a
Patent  Cooperation Treaty  international  patent application on our online loan
market  process.  We also pursue the  protection  of our  intellectual  property
through trademark and copyright  registrations.  We have filed an application to
register  MyRichUncle(TM)  as a trademark in the United States.  We consider the
protection  of our  trademarks  to be  important  for  maintenance  of our brand
identity and reputation. We cannot assure you that any of these registrations or
applications  will not be  successfully  challenged  by  others  or  invalidated
through  administrative  process  or  litigation.   Further,  if  our  trademark
applications are not approved or granted due to the prior issuance of trademarks
to third parties or for other  reasons,  there can be no assurance that we would
be able to enter  into  arrangements  with such third  parties  on  commercially
reasonable terms allowing us to continue to use such trademarks.  It is possible
that our patent  applications will be denied or granted in a very limited manner
such  that  they  offer  little  or no basis  for us to deter  competitors  from
employing  similar  technology  or  processes  or allow us to  defend  ourselves
against  third-party  claims of patent  infringement.  In  addition,  we seek to
protect our proprietary rights through the use of confidentiality agreements and
other  contractual  arrangements  with  our  employees,   affiliates,   clients,
licensees, and others.

Employees

As of April 20, 2005 we had 12 full time employees.  We also have 16 independent
contractor relationships. None of our employees are represented under collective
bargaining agreements. We consider our relations with our employees to be good.


                                       8
<PAGE>

Competition

We operate an online loan origination platform.  The primary competitive factors
for our origination platform model are:

o     Brand  awareness:  To be competitive as an origination  platform,  we must
      have the ability to attract consumer demand in high volumes.  We will need
      to make  significant  investments to build and maintain a compelling brand
      that will compete against current lenders, such as JPMorgan Chase, Bank of
      America and Citibank;

o     Online  relationships:  To  develop  our  market  shares  we must  provide
      consumers  with access to our website from other major portals or Internet
      sites; and

o     Friendliness:  We must provide our  consumers and lenders with ease of use
      and convenience.

Our success  depends upon  capturing  and  maintaining  a  significant  share of
students who obtain loans  through the  Internet.  In order to do this,  we must
grow brand awareness among customers. Many of our current competitors,  however,
have longer  operating  histories,  larger  customer  bases,  and  significantly
greater financial,  technical,  and marketing resources than we do. In addition,
participants  in other areas of the  financial  services  industry may enter the
student loan marketplace without significant barriers to entry.

We believe that our primary  competition are traditional  lending  institutions.
The loan  origination  market has a large number of competitors and is dominated
by a number  of large  institutions  including  Wells  Fargo,  Bank of  America,
JPMorgan Chase,  Citibank,  First  Marblehead  Corp.  (through its  facilitation
services for leading originators of private loans), and Sallie Mae.  Established
entities such as JPMorgan Chase,  Pennsylvania  Higher Education  Administration
and Citibank have also entered the online lending business as a way to diversify
their revenue streams,  maintain growth and broaden their appeal to a wider base
of consumers.

Additional competition comes from lending websites, including Citibank and Wells
Fargo.  These lenders originate the bulk of their loans via their websites,  and
are  considered   "e-lenders."  In  addition,  some  online  financial  services
companies,  including the online  brokerages and Internet  banks,  have extended
consumer  products  to  include  online  educational  lending.  These  companies
typically  operate a  consumer-branded  website and attract consumers via online
banner ads, key word placement on search engines, partnering with affiliates and
business  development  deals with other  Internet  properties,  including  major
portals. They may also attract consumers via off-line advertising.

Item 2. Description of Property.

The Company's  executive offices are located at 600 Lexington Avenue,  New York,
New York. The Company has a one year sub-lease that expires in June 2005 for our
executive  offices  which  specifies  rent of $ 10,833 per month  which has been
pre-paid through the end of the term of the lease.

Item 3. Legal Proceedings.

From time to time, the Company may be involved in litigation  relating to claims
arising out of its operations in the normal course of business. We currently are
not a  party  to any  legal  proceedings,  the  adverse  outcome  of  which,  in
management's  opinion,  individually or in the aggregate,  would have a material
adverse effect on our results of operations or financial position.

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

      None.


                                       9
<PAGE>

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

Our Common  Stock has been  quoted on the OTC  Bulletin  Board  under the symbol
"MHOI.OB"  since July 21,  2004.  Prior to that time,  our Common  Stock was not
actively  traded in the public  market and was quoted on the OTC Bulletin  Board
under the symbol "PCFT.OB," representing Pacific Technology,  Inc. The following
table  sets  forth,  for the  periods  indicated,  the  high  and low bid  price
information  for the Common  Stock as reported on the OTC  Bulletin  Board.  The
quotations reflect  inter-dealer  prices,  without retail mark-up,  mark-down or
commission, and may not represent actual transactions.


                                                      High             Low
                                                   ---------         --------
Fiscal year 2004

Quarter ended December 31, 2004 .............      $    5.50         $   3.89
Quarter ended September 30, 2004 ............      $    4.30         $   0.01
Quarter ended June 30, 2004 .................      $   0.065         $   0.01
Quarter ended March 31, 2004 ................      $    0.02         $   0.01


As of April 20,  2005,  there  were  approximately  54  holders of record of our
Common Stock.

It is our present policy not to pay cash dividends and to retain future earnings
to support our growth.  We do not  anticipate  paying any cash  dividends in the
foreseeable future.

Item 6. Management's Discussion and Analysis.

The  following is a  discussion  of the  consolidated  financial  condition  and
results of  operations  of the Company for the fiscal  years ended  December 31,
2004 and 2003, which should be read in conjunction with, and is qualified in its
entirety by, the  consolidated  financial  statements and notes thereto included
elsewhere in this report.

For the year  ended  December  31,  2004,  the  Company  incurred  a net loss of
$1,861,239,  compared to a net loss of $47,774 for the  comparable  2003 period.
The  increase  in the net  loss in 2004 is  primarily  attributable  to fees and
expenses  incurred by the Company in connection with the Nomura  transaction and
related financing activities in preparation of launching the Company's financial
services products.

RESULTS OF  OPERATIONS  FOR THE YEARS ENDED  DECEMBER  31, 2004 AND DECEMBER 31,
2003.

REVENUES

For the year ending  December  31,  2004,  the Company  generated  approximately
$8,000 in other revenues. This is compared to $2,000 for the year ended December
31, 2003.  The  Company's  revenues in both 2004 and 2003 were derived from fees
paid to the  Company for  marketing  services  on behalf of other  student  loan
originators.  The  Company  does not  expect  this to be the  primary  source of
revenues for the company in the foreseeable future.

OPERATING EXPENSES

PROFESSIONAL FEES AND COMPENSATION

Professional fees and compensation expenses for the year ended December 31, 2004
totaled  $662,573  compared to $2,000 for the year ended December 31, 2003. This
$660,573  increase  resulted  from costs  incurred  for the legal  review of the
Company's financial services products and the Share Exchange.

TRAVEL AND AUTOMOBILE EXPENSES

Travel and  automobile  expenses  for the year  ended  December  31,  2004 total
$32,717  compared to $13,224 for the year ended  December 31, 2003. The increase
is primarily due to the Company's  establishment of a West Coast sales office in
2004.

DEPRECIATION AND AMORTIZATION

Depreciation  and  amortization  for the year ended  December  31, 2004  totaled
$13,872 as  compared  to $1,547  for the year  ended  December  31,  2003.  This
increase  is  primarily  due to the  Company's  increased  purchase  of computer
network equipment in 2004.



                                       10
<PAGE>


OTHER INCOME (EXPENSE)

Other income  (expense)  for the year ended  December 31, 2004 was an expense of
$10,194 as  compared  to an expense  of $1,500 for the year ended  December  31,
2003.  The  increase in other  expense was due to accrued  interest on escrow of
sale of preferred stock completed in February 2005.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash of $1,648,877  and trade  receivables  of $0 as of December
31, 2004. Our total current assets were  $1,829,458 as of the same date. We also
had $67,121 in property and equipment,  making our total assets $1,896,579.  Our
total current liabilities were $461,583 as of December 31, 2004. We had $439,450
in  accounts  payable  and  accrued  expenses  and  $22,133 in accrued  interest
payable.  For the same  period  ended  December  31,  2003,  we had cash of $49,
accounts  receivable of $0, and total current assets of $49. We also had $11,036
in property and equipment, making our total assets $11,085.

The Company  believes that through its  operations as a student loan  originator
and the  completed  sale of  preferred  stock on February 5, 2005,  which raised
approximately  $10.5  million,  that it will have  sufficient  cash resources to
maintain operations over the next twelve (12) months.

As of December 31, 2004, we have no long-term commitments or contingencies.

CRITICAL ACCOUNTING POLICY AND ESTIMATES

Our Management's  Discussion and Analysis of Financial  Condition and Results of
Operations section discusses our consolidated  financial statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues and expenses  during the  reporting  period.  On an on-going
basis, management evaluates its estimates and judgments, including those related
to  revenue   recognition,   accrued   expenses,   financing   operations,   and
contingencies  and litigation.  Management  bases its estimates and judgments on
historical  experience  and on various  other  factors  that are  believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates  under  different  assumptions  or  conditions.  The most  significant
accounting  estimates  inherent in the  preparation of our financial  statements
include  estimates as to the  appropriate  carrying  value of certain assets and
liabilities which are not readily apparent from other sources.  These accounting
policies are described at relevant  sections in this discussion and analysis and
in the notes to the consolidated  financial  statements  included in this Annual
Report.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

Item 7. Financial Statements.

The financial  statements and related financial  statement schedule are included
herein and filed as a part of this report. See Index on page F-1.

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

None.


                                       11
<PAGE>


Item 8A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

The term "disclosure  controls and procedures" is defined in Rules 13a-15(e) and
15d-15(e)  of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act").  This term refers to the  controls and  procedures  of a company that are
designed to ensure that information required to be disclosed by a company in the
reports that it files under the Exchange Act is recorded, processed, summarized,
and reported within the required time periods.  Our Chief Executive  Officer and
our Chief Financial  Officer have evaluated the  effectiveness of our disclosure
controls  and  procedures  as of the end of the period  covered  by this  annual
report.  They have concluded that, as of that date, our disclosure  controls and
procedures  were  effective  at  ensuring  that  required  information  will  be
disclosed on a timely basis in our reports filed under the Exchange Act.

(b) Changes in Internal Control over Financial Reporting

No change in our internal control over financial  reporting (as defined in Rules
13a-15(f)  and  15d-15(f)  under the Exchange  Act)  occurred  during the period
covered by this report that has materially affected,  or is reasonably likely to
materially affect, our internal control over financial reporting.

                                    PART III

Item 9.  Directors and Executive Officers.

Set forth below is certain information  regarding our directors,  key personnel,
and members of our advisory board.

<TABLE>
<CAPTION>

Name                          Age               Position
----                          ---               --------
<S>                           <C>               <C>
Edwin J. McGuinn, Jr.         53                Chairman and CEO
Raza Khan                     27                Co-Founder, President and Director
Vishal Garg                   27                Co-Founder, Executive Vice President, CFO and Director
M. Paul Tompkins              45                Director
Richmond T. Fisher            46                Director
Phillip J. Sbrochi            56                Special Securitization Advisor
Jeremy Weiner                 30                Director of Marketing
Rodney Landrum                36                Senior Vice President of School Channel Sales
Jason Hare                    31                Vice President
Randy Rasmussen               39                Controller
</TABLE>

Edwin J. McGuinn,  Jr., Chairman and CEO - In addition to his duties at MRU, Mr.
McGuinn  is  also  the  President  of  eLOT,  Inc and  its  subsidiary  interest
eLottery.com  (formerly  known as  Executone,  Inc),  a telephony  services  and
e-commerce  provider for the  governmental  lottery  industry.  Prior to joining
eLOT,  Mr.  McGuinn was President  and CEO of Automated  Trading  Systems,  Inc.
(LimiTrader.com),  an institutional  electronic trading system for new issue and
secondary  corporate  bonds.  From 1992 to 1997, Mr. McGuinn was Senior Managing
Director  and Head of the  Equity  Products  for  Rodman  &  Renshaw  and  Mabon
Securities  specializing in mid-cap research and corporate  finance for consumer
services,  specialty finance, health care and technology companies. From 1981 to
1992,  Mr. McGuinn was a managing  director and member of Lehman  Brothers Fixed
Income  Operating  Committee.   While  at  Lehman  Brothers,   Mr.  McGuinn  was
responsible  for  developing  Lehman's  global  presence  in U.S.  fixed  income
arbitrage and  international  fixed income trading,  sales and research.  During
1973 to 1981,  Mr.  McGuinn was a Senior Manager with Ernst & Young in the audit
and management consulting divisions. Mr. McGuinn sits on the advisory board of a
venture capital company,  the board of directors of NeoVision,  Inc., a decision
management software company and several civic and charitable organizations.  Mr.
McGuinn  received a Bachelor of Arts in  Mathematics  and Economics from Colgate
University and a Master of Science in Accounting  from New York  University.  He
holds NASD Series 7, 8, and 24 licenses  along with a CPA license from the State
of New York.

Raza  Khan,  Co-Founder,  President,  and  Director  - Prior  to MRU,  Mr.  Khan
co-founded  Silk Road  Interactive,  a consulting  company  advising  clients on
business  and  financial   strategy,   brand  development  and  marketing,   and
technology.  Mr. Khan worked with  clients  such as Sony Music,  the White House
Historical  Association,   Computers4Sure,   Blades  Board  Skate,  and  RMH,  a
subsidiary  of  Advanta,   among  others.  Mr.  Khan  has  collaborated  on  the
development of various  innovations in the financial  services sector  including
the development of human capital based  investment  instruments for which he has
been cited in numerous articles and news segments  including the Financial Times
and CNN. He has lectured at the CATO  Institute  and the Harvard  Business  Club
regarding  investing  in  human  capital.   Mr.  Khan  also  attended  New  York
University.


                                       12
<PAGE>

Vishal  Garg,  Co-Founder,  CFO,  and  Director - Prior to MRU,  Mr.  Garg was a
Founder  &  Managing  Partner  at 1/0  Capital  LLC and  Schwendiman  Technology
Partners  LLC - hedge funds  focused on  investments  in emerging  markets  with
approximately  $125 million in combined firm assets.  At  Schwendiman,  Mr. Garg
managed a group of funds  focused on emerging  markets for large clients such as
Bank Julius Baer,  Credit Suisse Group,  Republic National Bank / HSBC, Pictet &
Cie., among others. In addition,  he was the portfolio manager for a $15 million
frontier markets managed account for Goldman,  Sachs  Commodities Corp. Prior to
1/0 and  Schwendiman,  Mr.  Garg was with  Morgan  Stanley in the Latin  America
Investment Banking and M&A groups with a focus on telecom,  technology and media
companies.  Prior to  Morgan  Stanley,  he was with  VZB  Partners,  as the Asia
Pacific  Portfolio  Manager  for the  Strategos  Fund,  managing  an  investment
portfolio of  approximately  $50 million,  and co-managing a $10 million managed
account for  Rockefeller & Co. Mr. Garg  graduated Beta Gamma Sigma with highest
honors from the Stern School of Business at New York University.

M. Paul Tompkins, Director - Mr. Tompkins is the President of Tompkins Insurance
Services  Ltd.  of Toronto,  Canada,  an  insurance  broker and advisor for life
insurance  and  related  services in estate  planning  and for pension and other
benefit programs. He has served in this capacity since 1990.

Richmond  T.  Fisher,  Director  - Mr.  Fisher is the  Co-Founder  and  Managing
Director of RaceRock Capital Partners,  LLC, a closely-held  private equity firm
located in Stamford  Connecticut that provides expansion and acquisition capital
to growth companies.  Prior to joining RaceRock Capital Partners, Mr. Fisher was
Founder and Managing Partner of Race Point Partners, LLC, a specialized business
consulting  firm serving  private  equity,  venture  capital,  banks,  and other
organizations  in need of  specialized  executive  skills  in the  areas of risk
assessment,  stressed and distressed  portfolio  assessment,  interim  executive
leadership and business turnaround.  Prior to founding Race Point Partners,  Mr.
Fisher  was  Senior  Vice  President  of  Global  Sales  with  Standard  & Poors
Investment  Services  and a member  of their  senior  operating  committee  from
January 2000 through  April 2002.  In addition,  Mr. Fisher held the position of
President and Chief Executive  Officer at Standard & Poors  Securities,  Inc. in
1998 and 1999. Mr. Fisher currently holds NASD Series 7, 24 and 63 licenses.

Phillip J. Sbrochi,  Special Securitization Advisor - Mr. Sbrochi spent 29 years
at Bank One  Corp.  where  he was most  recently  the  Head of  National  Retail
Lending,  which included the Student Loan Business for Bank One Ohio Corp.  Bank
One was the second largest  Federal Loan player after Sallie Mae. Mr. Sbrochi is
presently  working as a consultant for a Midwestern  regional bank,  guiding the
development of a liquidation model for delinquent and charged-off  loans.  Prior
to consulting,  Mr. Sbrochi founded Break-Thru  Financial Company,  LLC. At Bank
One, Mr.  Sbrochi  previously  served as Manager in  Installment  Loans and Vice
President of the Retail Loan Division, managing the origination and servicing of
all retail loan  products,  such as Student  Loans.  Later,  Mr.  Sbrochi became
Executive Vice President and Manager of the National Retail Lending Division and
moved to Banc One  Capital  Corporation  as Managing  Director of the  Specialty
Finance  Mezzanine  Fund.  Mr.  Sbrochi holds an MBA from Capital  University in
Columbus  Ohio  and  a  BS  in  Business  Administration  from  The  Ohio  State
University.

Jeremy  Weiner,  Director of Marketing - Mr. Weiner has a proven track record of
building strong  relationships  with the nation's K-12 schools and corporations.
He was founder and President of Cover-It, which distributed educational products
to over 40,000 K-12 schools and 30 million students  throughout the nation.  Mr.
Weiner sold  Cover-It  to  Primedia.  Cover-It  customers  included  Fortune 500
clients such as, Apple Computers, Kellogg's, Dole Foods, Mc Donald's, Dr Pepper,
General Mills and many more. Mr. Weiner currently serves on the board of Game On
Media. Mr. Weiner has a Bachelors Degree in Entrepreneurship  and Marketing from
Babson College.

Rodney  Landrum,  Senior Vice  President of School Channel Sales - Prior to MRU,
Mr. Landrum was Vice President and West Regional Manager for Key Bank, Education
Resources managing a territory with loan approvals of approximately $400 million
and 785 active accounts. Key Education Resources is one of the leading education
leaders with almost $2 Billion in originations  annually. He was responsible for
leadership of sales staff for 19 western states marketing tuition payment plans,
undergraduate,  graduate  and  professional  alternative  loans and Federal loan
products.  Mr.  Landrum began his career with Key Bank in 1997 in San Diego,  CA
managing  California,  Arizona  and  Nevada.  Prior to Key  Bank,  he  worked at
Northwest  Education  Loan  Association  (NELA)  for 6 1/2  years.  NELA  is the
designated FFELP guarantee agency for Washington and Idaho. He worked in various
different  departments at NELA including Marketing,  Policy, Claims and Customer
Service.  Mr.  Landrum has Bachelor  Degrees in Marketing  and  Accounting  from
Abilene Christian University and University of Texas, Arlington.


                                       13
<PAGE>


Jason  Hare,  Vice  President  - Prior to MRU  Holdings  Inc.,  Mr.  Hare was an
Assistant  Vice-President  in the  Asset  Finance  Group at  Financial  Security
Assurance ("FSA"). Mr. Hare was responsible for originating,  underwriting,  and
structuring  domestic  asset-backed   securitizations  and  lending  facilities,
primarily for consumer  receivables.  While in the Asset Finance Group, Mr. Hare
was  responsible  for  underwriting  approximately  $10 billion of sub-prime and
near-prime auto  receivables.  He also participated in underwriting $500 million
of  other  assets  including   small-medium   size  ticket   equipment   leases,
manufactured  housing,  and credit  cards.  Mr.  Hare was also  responsible  for
managing the  relationships  among FSA, issuers,  bankers,  and rating agencies.
Prior to joining the Asset  Finance  Group,  Mr. Hare served a member of a group
that supported the Asset Finance Group through monthly  monitoring and reporting
of  transaction  performance.  Mr. Hare has a Bachelors  Degree in Finance  from
Boston College and a MBA from Fordham University (New York).

Randy  Rasmussen,  Controller  - From  May  2001 to  joining  the  Company,  Mr.
Rasmussen held the position of Controller  for several New York based  companies
including  Waterfront Media,  Inc., a capitalized  venture-stage  Internet media
company,  and  venture-stage  software  companies   CapitalThinking,   Inc.  and
NewVision  Hypersystems,  Inc. Prior to that time, Mr. Rasmussen was Director of
Finance and  Administration  for Always-On Inc.  (acquired by Veracicom Inc.), a
venture  stage  Internet  applications  service  provider.   Mr.  Rasmussen  has
Bachelors of Science Degree in Business Administration from Creighton University
and  a  Masters  Degree  in  Business  Administration  from  the  University  of
Pittsburgh. Additionally, Mr. Rasmussen is a Certified Public Accountant.

                                 Advisory Board

Stan Davis - Mr.  Davis is an  independent  author and public  speaker  based in
Boston as well as the  senior  research  fellow at the Ernst & Young  Center for
Business Innovation in Cambridge,  Massachusetts. With a doctorate in the social
sciences and an honorary  doctorate in humanities,  he then spent two decades on
the  faculties  of  the  Harvard  Business  School,   and  Columbia  and  Boston
University. He is well known as a visionary business thinker who advises leading
companies and  fast-growing  enterprises  around the world, and as the author of
many  influential,  best-selling  books  including Blur,  Future  Perfect,  2020
Vision,  and The Monster Under the Bed.  Future Wealth,  his tenth book,  speaks
about the securitization of human capital.

Robert A. Farmer - Mr.  Farmer is chairman of the board of  directors  and chief
executive officer of AMG International.  Mr. Farmer was the vice chairman and is
still a  director  of  International  Data  Group  (IDG),  the  world's  largest
information  technology  publishing  firm.  Mr.  Farmer  was  treasurer  of  the
Democratic  National  Committee  from 1989 to 1991,  when he  resigned to become
treasurer  of  the  first  Clinton/Gore  presidential  campaign.  Following  Mr.
Clinton's  election,  Mr. Farmer  resigned from IDG to become chairman and chief
executive  officer of GEC  Alsthom,  N.A., a  manufacturer  of  high-speed  rail
equipment,  power plants and cruise ships. Mr. Farmer was subsequently appointed
the U.S.  Consul  General to Bermuda,  a position he held from 1994 to 1999. Mr.
Farmer  holds a law degree  from  Harvard  Law  School  and a BA from  Dartmouth
College.

Mark  Kantrowitz - Mark  Kantrowitz is the founder and publisher of  Finaid.org,
the definitive site for financial aid and the director of advanced  projects for
FastWeb,  the largest and most popular  free  scholarship  search.  FinAid has a
stellar  reputation in the  educational  and financial aid community as the best
Web site of its kind. Every major newspaper and personal finance magazine in the
country  has  reviewed  the site.  Previously,  Mr.  Kantrowitz  was a  research
scientist  at  Just  Research,   the  US  software   laboratory  for  Justsystem
Corporation  of Japan and a Ph.D.  candidate  in  computer  science at  Carnegie
Mellon  University  (CMU). He has Bachelor of Science degrees in mathematics and
philosophy from MIT and a Master of Science degree in computer science from CMU.
He has previously been employed at the MIT Artificial  Intelligence  Laboratory,
the Center  for  Excellence  in  Education,  Bitstream  Inc.,  and the  Planning
Research Corporation.

Michael L.  Robertson - Michael L.  Robertson is a highly  successful and widely
recognized  entrepreneur focusing on new markets. He spearheaded  revolutions in
the media and software business and is currently the founder and chief executive
officer of Lindows.com,  a consumer  software company that creates choice in the
operating system  marketplace.  Mr. Robertson served as Chief Executive  Officer
and Chairman of the Board at MP3.com since March 1998.


                                       14
<PAGE>


Gobind Sahney - Gobind Sahney is the founder of GO Services, a leading servicing
and collections  agency. Mr. Sahney also founded YES, Inc. a successful consumer
finance (credit card) marketing organization  affiliated with MBNA America Bank.
He is also the founder of Sahney and  Company,  an  investment  management  firm
specializing  in private  equity  and  alternative  investment  deal/transaction
evaluation  and  valuation  for  companies  interested  in  the  Asia-Europe-USA
corridor. He also advises clients in the specific functions of corporate finance
and  mergers  and  acquisitions.  Mr.  Sahney  has over 15 years  experience  in
corporate finance, credit and business management; has past experience in public
and private  accounting;  in  mortgage  banking,  and with a private  investment
partnership.  He serves as director of Herbonics,  Inc. and International  Metal
Products (Asia)  Pte.Ltd.(Singapore).  Mr. Sahney is also a member of the Babson
College  Board of Trustees,  the Babson  College  Asian  Advisory  Board,  and a
trustee of The Scripps Whittier Institute for Diabetes (Chairman, 2001).

Communications with the Board of Directors.  The Board has established a process
for  shareholders to communicate with members of the Board. If you would like to
contact  the  Board,  you can do so by  forwarding  your  concern,  question  or
complaint to the Company's Corporate  Secretary,  Louis W. Zehil, at 1345 Avenue
of the Americas, New York, New York 10105.

Audit  Committee  and  Audit  Committee  Financial  Expert.  Given  our  limited
operations and resources, and the limited size of our management team, we do not
have an audit committee or, therefore,  an audit committee  financial expert. At
such time as our  respective  operations  and management  structure  permit,  we
intend to establish an audit committee of independent directors and designate an
audit committee financial expert to serve thereon.

Procedure for the  Consideration of Board Candidates  Submitted by Stockholders.
The Board of Directors  has adopted  procedures  for the  submission of director
nominees by stockholders  for  consideration by the Board. If a determination is
made that an additional  director is required,  the Board will consider nominees
submitted by the Company's stockholders. Stockholders can submit qualified names
of nominees for director by writing to our Corporate  Secretary,  Louis W. Zehil
at 1345 Avenue of the Americas, New York, New York 10105. For such nominee to be
considered,  the nomination must be received by the Corporate Secretary not less
than  90 days  prior  to the  date  of the  Company's  proxy  materials  for the
preceding  year's annual meeting and the  nomination  must include the following
information:

      o     the name and address of the proposing  stockholder  as it appears on
            the  Company's  books and the number of shares of Common  Stock that
            are owned  beneficially  by such  stockholder (if the stockholder is
            not a holder of record  appropriate  evidence  of the  stockholder's
            ownership must be submitted with the nomination);

      o     the name, address and contact information of the nominee;

      o     a statement of the nominee' business and educational experience;

      o     detailed information about any relationship or understanding between
            the proposing  stockholder and the nominee or any other  stockholder
            or group of stockholders; and

      o     a statement that the nominee is willing to be considered and willing
            to serve as a director if nominated and elected.

Code of Ethics.  We have  adopted a code of ethics  which is  applicable  to the
Company's  principal executive officer,  principal financial officer,  principal
accounting officer or controller,  or persons  performing  similar functions.  A
copy of our code of ethics may be requested  without  charge by  contacting  the
Company at its principal  executive offices located at 500 Lexington Avenue, New
York, New York 10022.


                                       15
<PAGE>


Item 10. Executive Compensation.

Summary Compensation Table

The following  table  summarizes  the annual  compensation  paid to the Company'
named  executive  officers for the three years ended December 31, 2004, 2003 and
2002:

<TABLE>
<CAPTION>
         ------------------------------------- ----------- ----------- ------------ -------------------
                                                                                        Securities
                                                                                        Underlying
                                                             Annual                    Options/SARs
                  Name and Position               Year       Salary       Bonus            (#)
         ------------------------------------- ----------- ----------- ------------ -------------------
<S>                                             <C>        <C>          <C>           <C>
         Ed McGuinn                               2004      $83,500                      410,000
         Chief Executive Officer                  2003         --          --
                                                  2002         --          --
         ------------------------------------- ----------- ----------- ------------ -------------------
         Raza Khan                                2004      $120,332                     200,000
         President                                2003
                                                  2002         --          --
         ------------------------------------- ----------- ----------- ------------ -------------------
         Vishal Garg                              2004      $120,332                     200,000
         Executive Vice President and Chief       2003
         Financial Officer                        2002         --          --
         ------------------------------------- ----------- ----------- ------------ -------------------
</TABLE>

Option/SAR Grants in Last Fiscal Year

<TABLE>
<CAPTION>

  ------------------------------------------ ------------- -------------- -------------- --------------
              Name and Position              No. of         Percent of     Exercise Of    Expiration
                                            Securities        Total        Base Price        Date
                                            Underlying       Options         ($/SH)
                                             Options        Granted to
                                                           Employees in
                                                            Fiscal Year
  ------------------------------------------ ------------- -------------- -------------- --------------
<S>                                            <C>            <C>             <C>          <C> <C>
  Edwin J. McGuinn, Chief Executive Officer    410,000        42.26%          $1.60        7/8/2014
  ------------------------------------------ ------------- -------------- -------------- --------------
  Raza Khan, President                         200,000         20.6%          $1.00        7/8/2014
  ------------------------------------------ ------------- -------------- -------------- --------------
  Vishal Garg, Executive Vice President
  and Chief Financial Officer                  200,000         20.6%          $1.00        7/8/2014
  ------------------------------------------ ------------- -------------- -------------- --------------
</TABLE>

Aggregate Option Exercises in Last Fiscal Year

None of our named executive officers exercised stock options in 2004.

Employment Agreements

We have  entered into an executive  employment  agreement  with our Chairman and
CEO,  Edwin J. McGuinn,  Jr. The  employment  agreement  provides for an initial
annual base salary of $200,000.  The  agreement  provides  for a minimum  annual
increase in base salary of 10% and additional increases at the discretion of the
Board of Directors.  The employment agreement also provides for a minimum annual
performance-based  bonus  of  $50,000  and  bonuses  in  excess  thereof  at the
discretion of the Board of Directors. Under the agreement, Mr. McGuinn will also
receive  options  to  purchase  up to 410,000  shares of our  common  stock made
available  under our 2004  Omnibus  Incentive  Plan  (the  "Plan"),  which  vest
quarterly and become fully exercisable on November 1, 2005. Subsequent grants of
stock options shall vest and be exercisable pursuant to the terms and conditions
of the Plan. The exercise  price of the 410,000  options will be $1.60 per share
and the exercise price of any future option will be the fair market value of our
common  stock on the date such  options are granted.  Under the  agreement,  the
Company is required to grant Mr. McGuinn 250,000 options at an exercise price of
$3.00 per share, 25% of which vest and become  exercisable on the grant date and
an additional  12.5% vesting and becoming  exercisable  on the first day of each
quarter  thereafter,  if the  Company  increases  the number of shares of Common
Stock available under the Plan.


                                       16
<PAGE>


Mr.  McGuinn's  employment  agreement  expires on November 11, 2007,  subject to
extension or earlier termination.  The agreement provides that if Mr. McGuinn is
terminated by us without cause or if he terminates his employment  agreement for
good reason,  he will be entitled to his base salary,  guaranteed  bonus and all
health  and  benefits  coverage  until  the  expiration  date of his  employment
agreement,  plus one year of severance pay. At the election of Mr.  McGuinn,  in
the event of such  termination,  his base salary and guaranteed bonus is payable
by the Company  within 45 days after his last day of  employment.  Additionally,
all stock options granted to him will immediately vest.

Under the agreement, good reason includes any of the following occurring without
the consent of Mr. McGuinn:  an adverse change  resulting in a diminution in his
duties and responsibilities; an adverse change in his title; a change in control
of the  Company,  or a  significant  relocation  of the  Company's  office.  His
employment agreement prohibits Mr. McGuinn from competing with us, or soliciting
our customers or employees,  in the United States for a period of two years from
the date of their termination of employment.

We have also entered into executive  employment  agreements with Vishal Garg and
Raza Khan. Each employment  agreement provides for an initial annual base salary
of $150,000. The agreements provide for a minimum annual increase in base salary
of 10% and  additional  increases at the  discretion  of the Board of Directors.
Each employment  agreement also provides for a minimum annual  performance-based
bonus of $50,000 and bonuses in excess thereof at the discretion of the Board of
Directors.  Under the  agreements,  each executive will also receive  options to
purchase up to 20% of the shares of our common  stock made  available  under the
Plan, 50% of which will vest  immediately and the remaining 50% will vest on the
first  anniversary of the grant date.  Subsequent  grants of stock options shall
vest and be  exercisable  pursuant  to the  terms  and  conditions  of the Plan.
Additionally,  during each calendar  quarter  during the term of the  agreement,
each executive  will receive  options to purchase an additional 5% of the shares
of our common stock made  available  under the Plan.  The exercise  price of all
options  will be the fair  market  value of our  common  stock on the date  such
options are granted.

Each  employment  agreement  expires on April 1, 2009,  subject to  extension or
earlier termination. Each employment agreement provides that if Messrs. Garg and
Khan are  terminated by us without cause or if they terminate  their  employment
agreements  for  good  reason,  they  will be  entitled  to their  base  salary,
guaranteed bonus and all health and benefits  coverage until the expiration date
of their employment agreements,  plus one year of severance pay. At the election
of the executive in the event of such  termination,  the executives  base salary
and guaranteed bonus is payable by the Company within 45 days after his last day
of employment.  Additionally, all stock options granted to them will immediately
vest.

Under the  agreements,  good  reason  includes  any of the  following  occurring
without  the  consent  of  the  executive:  an  adverse  change  resulting  in a
diminution in the executive's duties and responsibilities;  an adverse change in
the executive's  title;  or a change in control of the Company.  Each employment
agreement  prohibits Messrs. Garg and Khan from competing with us, or soliciting
our customers or  employees,  in the United States for a period of one year from
the date of their termination of employment.

Compensation  of Directors.  We reimburse the  non-employee  directors for their
reasonable  out-of-pocket expenses related to attending meetings of the Board of
Directors.  Management  directors  do not  receive  any  compensation  for their
services as directors other than the compensation they receive as our officers.

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

The following  table sets forth  certain  information  regarding the  beneficial
ownership of our Common Stock on a diluted  basis  including the exercise of all
options  and  warrants  as of April  20,  2005 by (i) each  person  who,  to our
knowledge,   beneficially   owns,  or  upon  completion  of  the  Offering  will
beneficially  own, more than 5% of our Common Stock;  (ii) each of our directors
and executive  officers of the Company;  and (iii) all of our executive officers
and directors as a group:


                                       17
<PAGE>


Name of                                                           Percent
Beneficial Owner                                  Amount (1)      of Class
----------------                                  ----------      --------

Edwin J. McGuinn, Jr.(2)                           350,660           1.19
Raza Khan(3)                                     3,440,569          11.76
Vishal Garg(4)                                   3,286,238          11.23
M. Paul Tompkins(5)                                 79,434              *
Nomura Credit & Capital, Inc. (6)                6,545,004          22.37
                                              ------------- --------------
All directors and named executive
 officers as a group                             7,156,901          24.46


(1)   Beneficial  ownership  is  calculated  based on  29,257,413  shares of our
      Common Stock on a diluted basis  including the exercise of all options and
      warrants  exercisable  within  60  days  of  April  20,  2005.  Beneficial
      ownership is determined in  accordance  with Rule 13d-3 of the  Securities
      and  Exchange  Commission.  The number of shares  beneficially  owned by a
      person includes shares of common stock subject to options or warrants held
      by that person that are currently  exercisable  or  exercisable  within 60
      days of April 20, 2005. The shares  issuable  pursuant to those options or
      warrants are deemed outstanding for computing the percentage  ownership of
      the  person  holding  these  options  and  warrants  but  are  not  deemed
      outstanding for the purposes of computing the percentage  ownership of any
      other person. The persons and entities named in the table have sole voting
      and sole  investment  power with respect to the shares set forth  opposite
      the  stockholder's   name,  subject  to  community  property  laws,  where
      applicable.

(2)   Includes  98,785  shares of Common Stock  underlying  warrants and 205,000
      shares of Common Stock underlying  options  exercisable  within 60 days of
      April 20, 2005.

(3)   Includes  858,006 shares of Common Stock  underlying  warrants and 100,000
      shares of Common Stock underlying  options  exercisable  within 60 days of
      April 20, 2005.

(4)   Includes  865,586 shares of Common Stock  underlying  warrants and 100,000
      shares of Common Stock underlying  options  exercisable  within 60 days of
      April 20, 2005.

(5)   Includes  9,434  shares of Common  Stock  underlying  warrants  and 20,000
      shares of Common Stock underlying  options  exercisable  within 60 days of
      April 20, 2005.

(6)   Includes 6,545,004 shares of Common Stock underlying warrants  exercisable
      within 60 days of April 20, 2005.


                                       18
<PAGE>


Equity Compensation Plan Information

The  following  table  sets  forth,  as of  December  31,  2004,  the  number of
securities  outstanding  under the  Company's  stock option  plan,  the weighted
average exercise price of such options,  and the number of options available for
grant under such plan:

<TABLE>
<CAPTION>
-------------------------------- ------------------------ ---------------------------- ----------------------------
                                                                                                   (c)
                                                                                          Number of securities
                                           (a)                      (b)                  remaining available for
                                  Number of securities     Weighted average exercise      future issuance under
                                     to be issued on         price of outstanding       equity compensation plans
                                       exercise of           options, warrants and        (excluding securities
                                  outstanding options,              rights               reflected in column(a))
                                   warrants and rights
-------------------------------- ------------------------ ---------------------------- ----------------------------
<S>                              <C>                      <C>                           <C>
Equity compensation plans
approved by security holders             978,500                     $1.13                       530,000
-------------------------------- ------------------------ ---------------------------- ----------------------------

Equity compensation plans non
approved by security holders
-------------------------------- ------------------------ ---------------------------- ----------------------------

Totals                                   978,500                     $1.13                       530,000
-------------------------------- ------------------------ ---------------------------- ----------------------------
</TABLE>

Item 12.  Certain Relationships and Related Transactions.

On March 28, 2003,  the Company  issued for cash, a convertible  note payable in
the  amount  of  $110,000  to a  related  party.  Pursuant  to the  terms of the
agreement, the note accrued interest at the rate of 8% per annum and was due and
payable,  together  with  interest,  on May  26,  2004.  The  note  contained  a
conversion  feature allowing the related party,  with proper notice,  to convert
the note into 5,500,000 shares of the Company's Common Stock at $0.02 per share.
In  connection  with the Share  Exchange this Note was forgiven and is no longer
outstanding.

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

(a) The following exhibits are to be filed as part of this report:

<TABLE>
<CAPTION>
----------------------- -------------------------------------------------- --------------------------------------------------
Exhibit No.             Description                                        Incorporated by Reference to Filings Indicated
----------------------- -------------------------------------------------- --------------------------------------------------
<S>                     <C>                                                <C>
3.1                     Certificate of Incorporation                       Exhibit 3.1 to Company's Registration Statement
                                                                           on Form SB-2 (No. 333-67222)
----------------------- -------------------------------------------------- --------------------------------------------------
3.2                     Certificate of Amendment to the Certificate of     Exhibit 3.1 to Company's Form 8-K dated March 7,
                        Incorporation                                      2003
----------------------- -------------------------------------------------- --------------------------------------------------
3.3                     Certificate of Designation                         Exhibit 4.1 to Company's Current Report on Form
                                                                           8-K filed on February 10, 2005 (No. 001-33487)
----------------------- -------------------------------------------------- --------------------------------------------------
3.4                     By-laws                                            Exhibit 3.2 to Company's Registration Statement
                                                                           on Form SB-2 (File No. 333-67222)
----------------------- -------------------------------------------------- --------------------------------------------------
4                       2004 Ominibus Incentive Plan                       Exhibit 4(c) to Company's Registration Statement
                                                                           on Form SB-2 filed on August 24, 2004
----------------------- -------------------------------------------------- --------------------------------------------------
10.1                    Credit Agreement between MRU Lending, Inc. and     Exhibit 10.1 to Company's Registration Statement
                        Nomura Credit & Capital, Inc., dated February 4,   on Form SB-2 filed on March 22, 2005
                        2005

----------------------- -------------------------------------------------- --------------------------------------------------
10.2                    Employment Agreement dated November 17, 2004       Exhibit 10 to Company's Pre-Effective Amendment
                        between the Company and Edwin J. McGuinn, Jr.      No. 1 to Form SB-2 filed on November 18, 2004
----------------------- -------------------------------------------------- --------------------------------------------------
</TABLE>


                                       19
<PAGE>

<TABLE>
<CAPTION>
----------------------- -------------------------------------------------- --------------------------------------------------
Exhibit No.             Description                                        Incorporated by Reference to Filings Indicated
----------------------- -------------------------------------------------- --------------------------------------------------
<S>                     <C>                                                <C>
14                      Code of Ethics                                     Exhibit 14 to Company's Annual Report on Form
                                                                           10-KSB filed on March 22, 2005 (File No.
                                                                           000-33487)
----------------------- -------------------------------------------------- --------------------------------------------------
21                      Subsidiaries of the Company                        Exhibit 21 to Company's Annual Report on Form
                                                                           10-KSB filed on March 22, 2005 (File No.
                                                                           000-33487)
----------------------- -------------------------------------------------- --------------------------------------------------
23                      Consent of Bagell, Josephs & Company, LLC          Exhibit 23(a) to Company's Annual Report on Form
                                                                           10-KSB filed on March 22, 2005 (File No.
                                                                           000-33487)
----------------------- -------------------------------------------------- --------------------------------------------------
31.1                    Rule 13a-14(a)/15d-14(a) Certification of Chief
                        Executive Officer*

----------------------- -------------------------------------------------- --------------------------------------------------
31.2                    Rule 13a-14(a)/15d-14(a) Certification of Chief
                        Executive Officer*

----------------------- -------------------------------------------------- --------------------------------------------------
32                      Section 1350 Certifications*
----------------------- -------------------------------------------------- --------------------------------------------------
</TABLE>

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

* filed herewith

Item 14.  Principal Accountant Fees and Services

Bagell,  Josephs  &  Company,  L.L.C.  was  the  independent  registered  public
accounting firm that audited the Company's  financial  statements for the fiscal
years ending  December 31, 2004 and 2003.  The aggregate  fees billed by Bagell,
Josephs & Company in connection with audit and non-audit  services  rendered for
fiscal years 2004 and 2003 are as follows:


------------------------------ ------------------------- -----------------------
                               Fiscal Year 2004          Fiscal Year 2003
------------------------------ ------------------------- -----------------------
Audit Fees(1)                       $    10,070                        --

------------------------------ ------------------------- -----------------------
Audit-related Fees(2)                        --                        --

------------------------------ ------------------------- -----------------------
Tax Fees(3)                                  --                        --

------------------------------ ------------------------- -----------------------
All Other Fees(4)                   $    18,437                        --

------------------------------ ------------------------- -----------------------
TOTAL                               $    28,508                        --

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

(1)   Represents fees for professional  services rendered in connection with the
      audit  of our  annual  financial  statements,  reviews  of  our  quarterly
      financial  statements and advice provided on accounting matters that arose
      in connection with audit services.

(2)   Represents  fees for  professional  services  related to the audits of our
      employee benefit plan and other statutory or regulatory filings.

(3)   Represents  fees for tax services  provided in connection with general tax
      matters.

(4)   All other fees  represent  fees for services  provided to the Company that
      are not otherwise  included in the categories  above which consist of fees
      for  professional  services  related to reviews related to various filings
      made by the Company with the Commission.


                                       20
<PAGE>


                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Company has duly caused this report to be
signed on its behalf by the  undersigned,  thereby duly  authorized on April 29,
2005.


                                      MRU HOLDINGS, INC.


                                      /s/ Edwin J. McGuinn, Jr.
                                      ----------------------------
                                      By: Edwin J. McGuinn, Jr.
                                      Its: Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been signed by the  following  persons on behalf of the Company
and in the capacities and on the dates indicated.


Date: April 29, 2005                  /s/ Edwin J. McGuinn, Jr.
                                      ------------------------------------------
                                      By: Edwin J. McGuinn, Jr.
                                      Its: Chief Executive Officer and Director


Date: April 29, 2005                  /s/ Vishal Garg
                                      ------------------------------------------
                                      By: Vishal Garg
                                      Its: Chief Financial Officer and Director


Date: April 29, 2005                  /s/ Raza Khan
                                      ------------------------------------------
                                      By: Raza Khan
                                      Its: President and Director


                                       21
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
----------------------- -------------------------------------------------- --------------------------------------------------
Exhibit No.             Description                                        Incorporated by Reference to Filings Indicated
----------------------- -------------------------------------------------- --------------------------------------------------
<S>                     <C>                                                <C>
3.1                     Certificate of Incorporation                       Exhibit 3.1 to Company's Registration Statement
                                                                           on Form SB-2 (No. 333-67222)
----------------------- -------------------------------------------------- --------------------------------------------------
3.2                     Certificate of Amendment to the Certificate of     Exhibit 3.1 to Company's Form 8-K dated March 7,
                        Incorporation                                      2003
----------------------- -------------------------------------------------- --------------------------------------------------
3.3                     Certificate of Designation                         Exhibit 4.1 to Company's Current Report on Form
                                                                           8-K filed on February 10, 2005 (No. 001-33487)
----------------------- -------------------------------------------------- --------------------------------------------------
3.4                     By-laws                                            Exhibit 3.2 to Company's Registration Statement
                                                                           on Form SB-2 (File No. 333-67222)
----------------------- -------------------------------------------------- --------------------------------------------------
4                       2004 Ominibus Incentive Plan                       Exhibit 4(c) to Company's Registration Statement
                                                                           on Form SB-2 filed on August 24, 2004
----------------------- -------------------------------------------------- --------------------------------------------------
10.1                    Credit Agreement between MRU Lending, Inc. and     Exhibit 10.1 to Company's Registration Statement
                        Nomura Credit & Capital, Inc., dated February 4,   on Form SB-2 filed on March 22, 2005
                        2005
----------------------- -------------------------------------------------- --------------------------------------------------
10.2                    Employment Agreement dated November 17, 2004       Exhibit 10 to Company's Pre-Effective Amendment
                        between the Company and Edwin J. McGuinn, Jr.      No. 1 to Form SB-2 filed on November 18, 2004
----------------------- -------------------------------------------------- --------------------------------------------------
14                      Code of Ethics                                     Exhibit 14 to Company's Annual Report on Form
                                                                           10-KSB filed on March 22, 2005 (File No.
                                                                           000-33487)
----------------------- -------------------------------------------------- --------------------------------------------------
21                      Subsidiaries of the Company                        Exhibit 21 to Company's Annual Report on Form
                                                                           10-KSB filed on March 22, 2005 (File No.
                                                                           000-33487)
----------------------- -------------------------------------------------- --------------------------------------------------
23                      Consent of Bagell, Josephs & Company, LLC          Exhibit 23(a) to Company's Annual Report on Form
                                                                           10-KSB filed on March 22, 2005 (File No.
                                                                           000-33487)
----------------------- -------------------------------------------------- --------------------------------------------------
31.1                    Rule 13a-14(a)/15d-14(a) Certification of Chief
                        Executive Officer*
----------------------- -------------------------------------------------- --------------------------------------------------
31.2                    Rule 13a-14(a)/15d-14(a) Certification of Chief
                        Executive Officer*
----------------------- -------------------------------------------------- --------------------------------------------------
32                      Section 1350 Certifications*
----------------------- -------------------------------------------------- --------------------------------------------------
</TABLE>

----------------
* filed herewith


                                       22
<PAGE>

                       MRU HOLDINGS, INC. AND SUBSIDIARIES
                       (FORMERLY PACIFIC TECHNOLOGY, INC.)

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                        PAGE(S)
                                                                        -------

Consolidated Financial Statements:

Report of Independent Registered Public Accounting Firm                   F-1

Consolidated Balance Sheet as of December 31, 2004                        F-2

Consolidated Statements of Operations for the Years Ended
    December 31, 2004 and 2003                                            F-3

Consolidated Statements of Changes in Stockholders' Equity (Deficit)
     For the Years Ended December 31, 2004 and 2003                       F-4

Consolidated Statements of Cash Flow for the Years Ended
    December 31, 2004 and 2003                                            F-5

Notes to Financial Statements                                             F-6

<PAGE>

                        BAGELL, JOSEPHS & COMPANY, L.L.C.

                          Certified Public Accountants
                               High Ridge Commons
                                 Suites 400-403
                           200 Haddonfield Berlin Road
                           Gibbsboro, New Jersey 08026
                        (856) 346-2828 Fax (856) 346-2882


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
MRU Holdings, Inc.
New York, New York

We have audited the  accompanying  consolidated  balance  sheet of MRU Holdings,
Inc. and Subsidiaries  (formerly  Pacific  Technology,  Inc.) as of December 31,
2004 and the related consolidated statements of operations, consolidated changes
in stockholders'  equity  (deficit),  and consolidated  cash flows for the years
ended December 31, 2004 and 2003. These  consolidated  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of MRU
Holdings,  Inc.  and  Subsidiaries  (formerly  Pacific  Technology,  Inc.) as of
December  31,  2004 and 2003 and the  results  of its  consolidated  operations,
consolidated  changes in stockholders'  equity (deficit) and their  consolidated
cash flows for the years then ended in  conformity  with  accounting  principles
generally accepted in the United States of America.

BAGELL, JOSEPHS & COMPANY, L.L.C.

BAGELL, JOSEPHS & COMPANY, L.L.C.
Certified Public Accountants
Gibbsboro, New Jersey
March 15, 2005


                        MEMBER OF:  AMERICAN   INSTITUTE  OF  CERTIFIED   PUBLIC
                                    ACCOUNTANTS  NEW JERSEY SOCIETY OF CERTIFIED
                                    PUBLIC ACCOUNTANTS PENNSYLVANIA INSTITUTE OF
                                    CERTIFIED PUBLIC ACCOUNTANTS


                                      F-1
<PAGE>


                       MRU HOLDINGS, INC. AND SUBSIDIARIES
                       (FORMERLY PACIFIC TECHNOLOGY, INC.)

               CONSOLIDATED BALANCE SHEET AS OF DECMEBER 31, 2004


<TABLE>
<CAPTION>
                                     ASSETS

                                                                             2004
                                                                         -----------
<S>                                                                      <C>
Current Assets:
  Cash and cash equivalents                                              $ 1,648,877
  Prepaid expenses and other current assets                                  174,556
                                                                         -----------

    Total Current Assets                                                   1,823,433
                                                                         -----------

  Fixed assets, net of depreciation                                           67,121
                                                                         -----------

Other Assets:
  Deposits                                                                     6,025
                                                                         -----------

TOTAL ASSETS                                                             $ 1,896,579
                                                                         ===========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES

Current Liabilities:
  Accounts payable and accrued expenses                                  $   439,450
  Accrued Interest Expense                                                    22,133
                                                                         -----------

      Total Current Liabilities                                              461,583
                                                                         -----------

      Total Liabilities                                                      461,583
                                                                         -----------

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred Stock, $.001 par value; 5,000,000 shares authorized and 0
        shares issued and outstanding                                             --
Common  Stock, $.001 par value; 50,000,000 shares authorized,
      13,586,202 issued and outstanding                                       13,586
Additional paid-in capital                                                 3,734,851
Accumulated deficit                                                       (2,313,441)
                                                                         -----------

      Total Stockholders' Equity (Deficit)                                 1,434,996
                                                                         -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $ 1,896,579
                                                                         ===========
</TABLE>

                                      F-2
<PAGE>


                       MRU HOLDINGS, INC. AND SUBSIDIARIES
                       (FORMERLY PACIFIC TECHNOLOGY, INC.)

                      Consolidated Statements of Operations
                 for the Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                     2004                2003
                                                 ------------        ------------
<S>                                              <C>                 <C>
OPERATING REVENUES
   Consulting income                             $      8,177        $      2,406
                                                 ------------        ------------

OPERATING EXPENSES
   General and administrative expenses              1,855,634              48,633
   Depreciation and amortization                       13,782               1,547
                                                 ------------        ------------

       Total Operating Expenses                     1,869,416              50,180
                                                 ------------        ------------

NET LOSS                                           (1,861,239)            (47,774)

OTHER INCOME (LOSS)
   Interest income                                     13,931                  --
   Interest expense                                   (22,133)                 --
   Other expenses                                      (1,992)                 --
   Unrealized loss on investment                           --              (1,500)
                                                 ------------        ------------

        Total other income (loss)                     (10,194)             (1,500)
                                                 ------------        ------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES         (1,871,433)            (49,274)
   Provision for income taxes                              --                  --
                                                 ------------        ------------

NET LOSS APPLICABLE TO COMMON SHARES             $ (1,871,433)       $    (49,274)
                                                 ============        ============

NET LOSS PER BASIC AND DILUTED SHARES            $      (0.14)       $      (0.01)
                                                 ============        ============

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                              13,209,331          10,300,000
                                                 ============        ============
</TABLE>

                                      F-3
<PAGE>

                       MRU HOLDINGS, INC. AND SUBSIDIARIES
                       (FORMERLY PACIFIC TECHNOLOGY, INC.)

      Consolidated Statements of Changes in Stockholders' Equity (Deficit)
                 For the Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                       Common Stock             Additional
                                              ----------------------------        Paid-In        Accumulated
                                                 Shares           Amount          Capital          Deficit            Total
                                              -----------      -----------      -----------      -----------      -----------
<S>                                           <C>              <C>              <C>              <C>              <C>
Balance, December 31, 2002
Old Company (Pacific Technology)                6,030,000      $     6,030      $    (3,020)     $    (8,738)     $    (5,728)

Acquisition, March 28, 2003                     6,895,000            6,895           30,450               --           37,345

Expenses paid by officer                               --               --            2,356               --            2,356

Net loss                                               --               --               --          (39,762)         (39,762)
                                              -----------      -----------      -----------      -----------      -----------

Balance, December 31, 2003                     12,925,000           12,925           29,786          (48,500)          (5,789)

Net loss for the six months ended
  June 30, 2004 before
  recapitalization - net                               --               --               --         (113,800)        (113,800)
                                              -----------      -----------      -----------      -----------      -----------

   Subtotal                                    12,925,000           12,925           29,786         (162,300)        (119,589)

Recapitilization elimination of

Pacific Technology of Nevada                   (9,325,000)          (9,325)         (29,786)         162,300          123,189
                                              -----------      -----------      -----------      -----------      -----------

   Subtotal                                     3,600,000            3,600               --               --            3,600

Common shares issued in share exchange
  with Iempower for recapitalization            6,863,433            6,863          470,150         (442,008)          35,005

Additional common stock issued to
  shareholders of Iempower attributable
  to the recapitalization of July 8, 2004         466,519              466             (466)              --               --

Issuance of shares in conversion
  of bridge loan and accrued interest             468,750              469          749,531               --          750,000

Common stock issued for cash,
  July 2004 - net of expenses                   2,150,000            2,150        2,455,674               --        2,457,824

Common stock issued for cash,
  October 2004                                     37,500               38           59,962               --           60,000

Net loss for the year ended
  December 31, 2004                                    --               --               --       (1,871,433)      (1,871,433)
                                              -----------      -----------      -----------      -----------      -----------

Balance, December 31, 2004                     13,586,202           13,586        3,734,851       (2,313,441)       1,434,996
                                              ===========      ===========      ===========      ===========      ===========
</TABLE>

                                      F-4
<PAGE>

                       MRU HOLDINGS, INC. AND SUBSIDIARIES
                       (FORMERLY PACIFIC TECHNOLOGY, INC.)

            Consolidated Statements of Cash Flow for the Years Ended
                           December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                      2004             2003
                                                                  -----------      -----------
<S>                                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                       $(1,871,433)     $   (49,274)
                                                                  -----------      -----------
   Adjustments to reconcile net loss to net cash
     used in operating activities:

     Depreciation and amortization                                     13,782            1,547
     Unrealized loss on investment                                         --            1,500

  Changes in assets and liabilities
     (Increase) decrease in prepaid expenses and other assets        (180,032)           4,476
     Increase in accounts payable and accrued expenses                458,482            1,100
                                                                  -----------      -----------

     Total adjustments                                                292,232            8,623
                                                                  -----------      -----------

     Net cash used in operating activities                         (1,579,201)         (40,651)
                                                                  -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     (Increase) in fixed assets                                       (70,409)          (6,928)
     (Increase) in investment                                              --           (1,500)
                                                                  -----------      -----------

      Net cash used in investing activities                           (70,409)          (8,428)
                                                                  -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITES
    Proceeds from bridge loan                                         750,000               --
    Proceeds from sale of stock and equity - net of expenses        2,548,438               --
                                                                  -----------      -----------

       Net cash provided by financing activities                    3,298,438               --
                                                                  -----------      -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                1,648,828          (49,079)

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                              49           49,128
                                                                  -----------      -----------

CASH AND CASH EQUIVALENTS - END OF YEAR                           $ 1,648,877      $        49
                                                                  ===========      ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:

   Issuance of  common stock for conversion of bridge loan        $   750,000      $        --
                                                                  ===========      ===========
</TABLE>

                                      F-5
<PAGE>


                       MRU HOLDINGS, INC. AND SUBSIDIARIES
                       (FORMERLY PACIFIC TECHNOLOGY, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED

                           DECEMBER 31, 2004 AND 2003

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

      The  Company  was  incorporated  in  Delaware  on  March  2,  2000  as Dr.
      Protein.Com,  Inc.  and on  March 7,  2003  changed  its  name to  Pacific
      Technology,  Inc.  On July 6,  2004 the  Company  changed  its name to MRU
      Holdings, Inc.

      On July 8, 2004 the Company acquired 100% of the outstanding capital stock
      of Iempower, Inc., a privately-held Delaware corporation doing business as
      MyRichUncle ("Iempower"),  pursuant to a Share Exchange Agreement dated as
      of April 13,  2004 with  Iempower  and it  stockholders  in  exchange  for
      6,863,433  shares of common  stock  $0.001 par value per share,  which the
      Company issued to the  stockholders  of Iempower,  together with 2,136,567
      common stock  purchase  warrants to the warrant  holders of Iempower (each
      warrant is  exercisable  to purchase  one share of common  stock,  and the
      warrants  have a  weighted  average  exercise  price of $0.45 per  share).
      Concurrently,  and in connection with the exchange of shares,  the Company
      also sold 100% of the outstanding  capital stock of its Nevada subsidiary,
      Pacific Technology,  Inc., to four of the Company's principal stockholders
      prior to the  exchange of shares in exchange for  9,325,000  shares of the
      Company's  common  stock,  which has been  retired.  Although  the Company
      acquired  Iempower as a result of the share exchange,  the stockholders of
      Iempower  hold  a  majority  of  the  voting   interest  in  the  Company.
      Additionally,  the share  exchange  resulted in Iempower's  management and
      Board of Directors assuming operational control of the company.

      The  Company  has  permanently  discontinued  the  business of selling and
      distributing optical storage devices and has adopted the Iempower business
      plan  directed  primarily  at  providing  students  with  funds for higher
      education using a proprietary approach of analyzing repayment potential to
      profile and provide customized financial products to students. The Company
      receives  financing  requests from  students,  which the Company refers to
      lenders.  The Company also proposes to originate federal loans,  which are
      student loans guaranteed by the federal  government and private loans. The
      Share  Exchange  has been  accounted  for as a  reverse  merger  under the
      purchase  method of accounting.  Accordingly,  Iempower will be treated as
      the continuing entity for accounting purposes and the historical financial
      statements presented will be those of Iempower.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

            The consolidated  financial  statements  include the accounts of the
            Company  and all its  wholly  owned  subsidiaries.  All  significant
            intercompany  accounts  and  transactions  have been  eliminated  in
            consolidation.

Use of Estimates

            The   preparation  of  financial   statements  in  conformity   with
            accounting  principles  generally  accepted in the United  States of
            America  requires  management to make estimates and assumptions that
            affect  the  reported   amounts  of  assets  and   liabilities   and
            disclosures of contingent  assets and liabilities at the date of the
            financial  statements  and the  reported  amounts  of  revenues  and
            expenses  during the reporting  period.  Actual results could differ
            from those estimates.


                                      F-6
<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

            The  Company  records  its  revenue on the  accrual  basis,  whereby
            revenue is  recognized  when  earned and  expenses  recognized  when
            incurred.

            Commencing in 2002, the Company generated  revenues.  The Company on
            December 31, 2004 and 2003 had earned consulting revenue and had not
            earned any fees from student loan activity.

Cash and Cash Equivalents

            The Company  considers all highly liquid debt  instruments and other
            short-term  investments  with an initial maturity of three months or
            less to be cash equivalents.

            The  Company  maintains  cash  and  cash  equivalent  balances  at a
            financial  institution  that  is  insured  by  the  Federal  Deposit
            Insurance Corporation up to $100,000. At December 31, 2004 and 2003,
            the Company's  uninsured  cash balances  total  $1,660,057  and $-0-
            respectively.

Fixed Assets

            Fixed assets are stated at cost.  Depreciation is computed primarily
            using the straight-line method over the estimated useful life of the
            assets.

                  Computer network equipment                    3-5 Years
                  Furniture and fixtures                        5 Years

            Income Taxes

            The income tax benefit is computed on the pretax income (loss) based
            on the current tax law. Deferred income taxes are recognized for the
            tax  consequences  in future  years of  differences  between the tax
            basis of  assets  and  liabilities  and  their  financial  reporting
            amounts at each year-end based on enacted tax laws and statutory tax
            rates.

Advertising

            Costs of advertising and marketing are expensed as incurred. For the
            years ending December 31, 2004 and 2003 the company paid $17,577 and
            $0 respectively of advertising and marketing expenses.

            (Loss) Per Share of Common Stock

Historical  net (loss) per common share is computed  using the weighted  average
number of common shares  outstanding.  Diluted earnings per share (EPS) includes
additional  dilution  from  common  stock  equivalents,  such as stock  issuable
pursuant to the exercise of stock options and warrants.


                                      F-7
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            (Loss) Per Share of Common Stock (Continued)

            The following is a  reconciliation  of the computation for basic and
            diluted EPS:

                                                 December 31,      December 31,
                                                     2004              2003
                                                 ------------      ------------

Net (loss)                                       $ (1,871,433)     $    (49,274)
                                                 ============      ============

Weighted - average common shares                   13,209,331        10,300,000
     Outstanding (Basic)

Weighted - average common stock equivalents:
      Stock options                                        --                --
      Warrants                                             --                --
                                                 ------------      ------------

Weighted - average common shares
   outstanding (Diluted)                           13,209,331        10,300,000
                                                 ============      ============


            For  December 31, 2004 and 2003,  warrants  were not included in the
            computation  of  diluted  EPS  because  inclusion  would  have  been
            antidilutive.

Fair Value of Financial Instruments

            The carrying  amount reported in the balance sheet for cash and cash
            equivalents,  accounts payable and accrued expenses approximate fair
            value  because of the  immediate  or  short-term  maturity  of these
            financial instruments.

      Stock Based Compensation

      The Company has elected to follow Accounting  Principles Board Opinion No.
      25  "Accounting  for Stock Issued to Employees"  (APB No. 25), and related
      interpretations,  in accounting  for their  employee  stock options rather
      than the  alternative  fair  value  accounting  allowed  by SFAS No.  123,
      "Accounting for Stock- Based  Compensation",  and has adopted the enhanced
      disclosure  provisions  of  SFAS  No.  148,  "Accounting  for  Stock  Base
      Compensation - Transition and Disclosures",  an amendment of SFAS No. 123.
      APB  No.  25  provides  that  the  compensation  expense  relative  to the
      Company's  employee stock options is measured based on the intrinsic value
      of the stock  option.  SFAS No.123  requires  companies  that  continue to
      follow  APB No. 25 to  provide a  pro-forma  disclosure  of the  impact of
      applying the fair value method of SFAS No. 123 and, as amended, SFAS 148.


                                      F-8
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Recent Accounting Pronouncements

      In June  2001,  the FASB  issued  Statement  No. 142  "Goodwill  and Other
      Intangible  Assets".  This Statement  addresses  financial  accounting and
      reporting for acquired goodwill and other intangible assets and supersedes
      APB Opinion No. 17,  "Intangible  Assets".  It  addresses  how  intangible
      assets that are acquired individually or with a group of other assets (but
      not those acquired in a business  combination)  should be accounted for in
      financial statements upon their acquisition. This Statement also addresses
      how goodwill and other  intangible  assets  should be accounted  for after
      they have been initially recognized in the statements. The Company in 2001
      impaired an intangible asset for $18,000.

      On October 3, 2001,  the FASB issued  Statement  of  Financial  Accounting
      Standards  No.  144,   "Accounting  for  the  Impairment  or  Disposal  of
      Long-Lived   Assets"  ("SFAS  144"),   that  is  applicable  to  financial
      statements  issued for fiscal years beginning after December 15, 2001. The
      FASB's new rules on asset impairment  supersede SFAS 121,  "Accounting for
      the  Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets to be
      Disposed  Of," and portions of  Accounting  Principles  Board  Opinion 30,
      "Reporting  the Results of  Operations."  This Standard  provides a single
      accounting model for long-lived assets to be disposed of and significantly
      changes  the  criteria  that would have to be met to  classify an asset as
      held-for-sale. Classification as held-for-sale is an important distinction
      since such assets are not  depreciated and are stated at the lower of fair
      value or carrying  amount.  This Standard also  requires  expected  future
      operating  losses from  discontinued  operations  to be  displayed  in the
      period  (s) in  which  the  losses  are  incurred,  rather  than as of the
      measurement date as presently required.

      In  November  2002,  the FASB  issued  Interpretation  No. 45 ("FIN  45"),
      "Guarantor's   Accounting  and  Disclosure  Requirements  for  Guarantees,
      Including Indirect Guarantees of Indebtedness of Others".  FIN 45 requires
      a company,  at the time it issues a  guarantee,  to  recognize  an initial
      liability for the fair value of  obligations  assumed under the guarantees
      and elaborates on existing disclosure  requirements  related to guarantees
      and warranties.  The recognition requirements are effective for guarantees
      issued or modified  after  December 31, 2002 for initial  recognition  and
      initial  measurement  provisions.  The  adoption  of FIN 45 did not have a
      significant  impact on the  Company's  results of  operations or financial
      position.

      In January  2003,  the FASB issued FASB  Interpretation  No. 46 ("FIN46"),
      "Consolidation of Variable Interest Entities, an Interpretation of ARB No.
      51". FIN 46 requires certain variable interest entities to be consolidated
      by the primary  beneficiary  of the entity if the equity  investors in the
      entity do not have the characteristics of a controlling financial interest
      or do not have  sufficient  equity at risk for the entity to  finance  its
      activities  without additional  subordinated  financial support from other
      parties.  FIN 46 is  effective  for all  new  variable  interest  entities
      created or acquired after January 31, 2003. For variable interest entities
      created or acquired  prior to February 1, 2003,  the  provisions of FIN 46
      must be applied for the first  interim or annual  period  beginning  after
      June 15, 2003. The adoption of FIN 46 did not have a significant impact on
      the Company's results of operations or financial position.


                                      F-9
<PAGE>

NOTE 3- FIXED ASSETS

      Fixed assets consist of the following at December 31, 2004 and 2003:

                                                       2004              2003
                                                     --------          --------

Computer network equipment                           $ 68,776          $ 12,405
Furniture and fixtures                                 14,038                --
                                                     --------          --------
                                                       82,814            12,405
Less: accumulated depreciation                        (15,693)           (1,911)
                                                     --------          --------

Total fixed assets                                   $ 67,121          $ 10,494
                                                     ========          ========


Depreciation expense for the years ended December 31, 2004 and 2003 were $13,782
and $1,547, respectively.

NOTE 4- PROVISION FOR INCOME TAXES

      Income taxes are provided for the tax effects of transactions  reported in
      the financial  statements  and consist of taxes  currently  due.  Deferred
      taxes related to differences  between the basis of assets and  liabilities
      for  financial  and  income  tax  reporting  will  either  be  taxable  or
      deductible  when the assets or liabilities  are recovered or settled.  The
      difference  between the basis of assets and  liabilities for financial and
      income tax reporting are not material therefore,  the provision for income
      taxes from operations consist of income taxes currently payable.

      There was no provision  for income taxes for the years ended  December 31,
      2004 and 2003.

      At December  31,  2004 and 2003,  the  Company  had  accumulated  deficits
      approximating  $2,313,441 and $442,008  respectively,  available to offset
      future taxable income through 2023.

                                                      2004               2003
                                                   ---------          ---------

Deferred tax assets                                $ 694,032          $ 132,602
Valuation for deferred asset                        (694,032)          (132,602)
                                                   ---------          ---------

Totals                                             $      --          $      --
                                                   =========          =========


NOTE 5- STOCKHOLDERS' EQUITY

      Common Stock

      There were  50,000,000 and 22,100,000  shares of common stock  authorized,
      with  13,586,201 and 10,300,000  shares issued and outstanding at December
      31,  2004 and 2003,  respectively.  The par value for the common  stock is
      $.001 per share.

      The following  details the stock  transactions for the year ended December
      31, 2004.


                                      F-10
<PAGE>

      The Company issued  6,863,433  shares of common stock in exchange with the
      Iempower  shareholders to retire  10,300,000 shares of Iempower stock that
      were outstanding as of July 8, 2004.

      The  Company  issued an  additional  466,519  shares  of  common  stock to
      Iempower shareholders to complete the recapitalization at July 8, 2004.

      The Company  converted a Bridge  Loan of  $750,000  for 468,750  shares of
      common stock valued at $1.60 per share.

      The Company  issued  2,187,500  shares of common stock at a value of $1.60
      per share.

      Preferred Stock

      There were 5,000,000 and 3,000,000  shares of preferred stock  authorized,
      with 0 and 900,000  issued and  outstanding  as of  December  31, 2004 and
      2003. The par value for the preferred shares is $.001 per share.

      Warrants

      At December 31, 2004 and 2003 there were 3,215,757 and 7,324,375  warrants
      outstanding respectively.

NOTE 6- LONG TERM DEBT

      On April 1, 2004,  the  Company  received  a bridge  loan in the amount of
      $750,000,  bearing  interest  at 5% per year based on a 360 day year.  The
      note matures the earliest of 1.) September 30, 2004 or 2.)  Consumation of
      the Share  Exchange.  If the Share  Exchange is  consummated  prior to the
      maturity date, the Lender shall cause Pacific  Technology and Brean Murray
      &  Company  to  exchange  the note for the  number  of units  equal to the
      quotient obtained by dividing (a) the sum of the outstanding principal and
      all other amounts due  hereunder on the date of the Share  Exchange by (b)
      $1.60 (the per unit price of a unit sold to an investor  in the  offering.
      As of July 8, 2004,  the entire  principal  and  accrued  interest  on the
      bridge loan was  converted  in  connection  with the Share  Exchange  into
      475,000  shares  of the  Company's  common  stock at $1.60  per  share and
      warrants to acquire 88,433 shares of the common stock at an exercise price
      of $2.00 per share.

NOTE 7 - CREDIT LINE

      On,  October 25, 2004 the Company  entered into a  commitment  letter with
      Universal Finanz Holding AG ("Universal") under which Universal offered to
      provide  up to $50  million  of credit  support  to be used as  collateral
      security for the obligations of MRU Universal  Guarantee Agency, Inc. (the
      "Guarantor"),  a wholly owned subsidiary of the Company, as a guarantor of
      student  loans and lines of credit  arranged  by the  Company or banks and
      other financial institutions. Universal's commitment is conditioned on the
      satisfaction of certain conditions including the execution of an agreement
      providing  Universal the right to purchase up to 65% ownership interest in
      the Guarantor and pay the purchase  price for such  ownership  interest by
      releasing  the Guarantor  from its  obligation to repay an equal amount of
      its outstanding obligations to Universal.

NOTE 8- PATENTS

      The Company  has a patent  pending for a business  method.  This  business
      method  enables the company to provide  customized  financial  products to
      consumers.


                                      F-11
<PAGE>

NOTE 9- COMMITMENTS AND CONTINGENCIES

      Employment Agreements

      The Company has three employment agreements with key management personnel.
      The terms of these agreements range between one and five years.

      Related Party Transactions

      Before July 1, 2004 the  Company was paying rent to a related  party which
      amounted to $19,750 for the year ended  December 31, 2003. The Company has
      signed  a new  operating  lease  for one  year  at an  annual  payment  of
      $130,000. The Company has prepaid this amount and at December 31, 2004 has
      $65,000 of rent included in prepaid  expenses and other current  assets of
      $174,556 at December 31, 2004.

NOTE 10- SUBSEQUENT EVENTS

      Series A Convertible Preferred Stock

      On  January  27,  2005,   the  Company  filed  a  Designation  of  Powers,
      Preferences and Rights of Series A Convertible  Preferred Stock, par value
      $0.001 per share (the  Certificate of  Designation)  with the Secretary of
      State of the State of Delaware.  Pursuant thereto,  the Company authorized
      4,500,000  shares  of its  preferred  stock to be  designated  as Series A
      Convertible  Preferred  Stock and issued or  offered  at a purchase  price
      equal to $3.50 per  share.  A total of  3,250,006  shares of the  Series A
      Preferred  Stock has been sold by the  Company  in the  private  placement
      transaction.

      Series A Convertible Preferred Stock (Continued)

      The Series A Preferred  Stock is convertible at any time into common stock
      of the  Company at a price of $3.50 per share  subject to  adjustment  for
      future  stock  issuances,   splits,   dividends,   and  recapitalizations.
      Cumulative  dividends  of 4% per annum are  payable  quarterly  in cash or
      additional  shares of Series A  Preferred  Stock.  The Series A  Preferred
      Stock has no voting  rights  except on  certain  defaults  in  payment  of
      dividends  and as otherwise  required by law. The Company has the right to
      redeem the Series A Preferred  Stock at any time if the common  stock into
      which the shares of Series A Preferred  Stock are to be converted has been
      registered  and listed for trading on the market where the common stock of
      the  Company is then  traded  and the  closing  price of the common  stock
      exceeds a 15% premium of the  conversion  price per share for 20 out of 30
      consecutive  trading  days.  In the  event of a change in  control  of the
      Company,  the holders of the shares of Series A Preferred  Stock will have
      the right to request and receive, within the specified periods, redemption
      of their shares of Preferred Stock at $3.50 per share plus any accrued and
      unpaid dividends.

      On February  4, 2005,  contemporaneously  with and as a  condition  to the
      transaction  described,  the Company sold 3,250,006 shares of its Series A
      Convertible Preferred Stock (Series A Preferred Stock) at a price of $3.50
      per  share  to  certain  accredited   investors  in  a  private  placement
      transaction.  The Company received gross aggregate proceeds of $11,375,000
      from the sale of these securities.


                                      F-12
<PAGE>


NOTE 10- SUBSEQUENT EVENTS (CONTINUED)

      Credit Line with Nomura Credit & Capital, Inc.

      On  February 4, 2005,  MRU  Lending,  Inc.  ("MRU  Lending"),  an indirect
      wholly-owned subsidiary of MRU Holdings, Inc. (the "Company") entered into
      a credit agreement (the "Credit Agreement"),  by and among Nomura Credit &
      Capital, Inc. as Agent ("Nomura"),  a subsidiary of Nomura Holdings, Inc.,
      and the institutions from time to time party thereto as lenders,  pursuant
      to which the  lenders  have  agreed to  provide  MRU  Lending  with a $165
      million  secured   revolving  credit  facility  for  the  origination  and
      warehousing of private student loans. The loans under the Credit Agreement
      are secured by,  among other  things,  a lien on all of the student  loans
      financed  under the Credit  Agreement and any other student loans owned by
      MRU Lending and not otherwise released,  together with a pledge of 100% of
      the capital stock of MRU Lending.  The Credit Agreement contains terms and
      provisions (including representations, covenants and conditions) customary
      for  transactions  of this type.  The Credit  Agreement  also provides for
      customary events of default, including failure to pay principal,  interest
      or fees when due,  failure to comply with  covenants,  breaches of certain
      representations  and  warranties,  the  bankruptcy  of MRU  Lending or MRU
      Lending  Holdco  LLC,  MRU  Lending's   direct  parent  and   wholly-owned
      subsidiary of the Company, failure to maintain certain net worth ratios, a
      material  adverse  change in MRU  Lending's  ability to originate  student
      loans,  and  failure  of  the  Company  to  indirectly  own  100%  of  the
      outstanding capital stock of MRU Lending. The facility will have a term of
      three  years.  As a result  of this  transaction,  Nomura  was  granted  a
      warrant, subject to certain terms and conditions, to purchase common stock
      of the  Company  equal to 27.5%  ownership  interest  in the  Company on a
      diluted basis.


                                      F-13