UNITED STATES SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



Form 10-KSB



[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the Fiscal Year Ended:   September 30, 2004



Commission file number: 000-26969



SVC FINANCIAL SERVICES, INC.

(Name of small business issuer in its charter)





Secure Sign, Inc.

(Former name of small business issuer)







Colorado, USA                                                                                   84-1343219

(State or other Jurisdiction                                                                    (IRS Employer Identification No.)

of Incorporation or Organization)





235 Montgomery Street, Suite 956, San Francisco, California 94104

(Address of principal executive offices)



(866) 370-9600

(Issuer's Telephone Number)



Securities to be registered pursuant to Section 12(b) of the Act: None



Securities to be registered pursuant to Section 12(g) of the Act:   Common Shares, no par value                                                                                                                     (Title of Class)



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 report(s), and (2) has been subject to such filing requirements for the past 90 days. Yes ___ No X



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



State the issuer's revenues for its most recent fiscal year:   $11,258



The aggregate market value of the voting and non-voting common equity held by non-affiliates based upon the average bid and asked price at September 30, 2004 was $ 15,382,821.



As of September 30, 2004, issuer had 30,765,641 shares of common equity issued and outstanding.



Transitional Small Business Disclosure Format: Yes ___ No X



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SVC FINANCIAL SERVICES, INC.



Form 10-KSB



TABLE OF CONTENTS



PART I



ITEM 1. DESCRIPTION OF BUSINESS



ITEM 2. DESCRIPTION OF PROPERTIES



ITEM 3. LEGAL PROCEEDINGS



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS







PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS



ITEM 7. FINANCIAL STATEMENTS



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



ITEM 8A.  CONTROLS AND PROCEDURES







PART III



ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS



ITEM 10. EXECUTIVE COMPENSATION



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K



ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES



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PART I



ITEM 1.     DESCRIPTION OF BUSINESS



Historical Corporate Development



SVC Financial Services, Inc. (hereinafter also referred to as the
"Company" and/or the "Registrant") is a company in the development stag e.  
The Company was incorporated July 14, 1995 under the laws of the State of Colorado.  Formerly known as Secure Sign, Inc., after completing a merger with Pocketpass.com, Inc., in October 2003, the Company changed its name to SVC Financial Services, Inc.



About SVC



SVC is a transaction management company that provides integrated
financial services and value-added software for accelerating sale s.  
SVC has pioneered a scalable, integrated media and transaction management solution, the Mazarin
Media Platform that provides rapid application delivery for any size
organization.  We enable our customers to deliver smart applications that
inspire consumers to make immediate, informed decision s.  
SVC solutions have a broad range of applicability and provide tremendous value to clients in music and entertainment, political, non-profit, research and testing, as well as corporate and consumer marketing areas.



The SVC Family of Products



The Mazarin Media Platform ("MMP")



SVC'sMazarin Media Platform allows digital
content to be distributed securely across peer-to-peer networks, enterprise
networks and the Internet.  
Copyright holders-authors, musicians, filmmakers, software developers and others
will be able to take full advantage of the Internet as a powerful distribution
channel only if their creations are appropriately protected.  
Software piracy drains an estimated $12 billion each year from the economy and from thousands of businesses large and small.



The Mazarin Media Platform
is:



-        A robust digital rights management system.



-        A world-class multipurpose payment platform.



-        Designed for online and offline transactions, micropayments, and peer-to-peer e-commerce.



-        Digital content catalog management, to associate pricing and business rules with content.



-        DRM encoding and licensing management application.



-        true multi-media: music, video, print.



Unbankedis the term applied by the banking
industry to those without banking account s.  
Many of these individuals must use check-cashing services where they have to pay
hefty fees.  SVC has developed electronic, prepaid payment solutions
particularly suited to those that do not have traditional banking relationship s.  
Our solutions provide the unbanked with the freedom to spend their money everywhere that Visa and MasterCard are accepted, or use an ATM, with their own personalized card.



Businesses with unbanked, transient,
large
 or remotely located employees face difficult payroll challenges.  
The SVC solution reduces costs for the employer, provides benefits to the
cardholde r.  
With easy implementation, administration, and control, employers benefit by:

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- Simplifying and safeguarding payroll with simple batch loading or ACH to card process



- Cutting expensive overhead due to check distribution



- Helping to dramatically reduce check fraud



- Ending termination pay issues



- Streamlining payroll with reloadable cards, and easily replacing lost cards with no loss of funds



Employees may benefit by taking home more pay due to the
elimination of costly check cashing fees and having an electronic payment card
to use at over one million location s.  
With card-to-card transfers, funds can be sent to family and friends at a fraction of current costs.



System Features:



Security



SSL(Secure Socket Layer) protocol security, maybe look at DES encryption and 768-bit RSA public key technology, as well as SET (Secure Electronic Transaction) capable encryption and authentication.



Real-time payments



Real-time authorization (financial institution approval of the sale) and capture (depositing and settling a payment) enable the MDS to complete the transaction immediately, without compromising security, and to guarantee funds before releasing (downloading)/ shipping product.



Multiple payment services



Bank Accounts, Credit cards and Cash are the
primary choice of fund loading an SVC account, however other Internet payment
methods, including electronic checks and cash, have become common forms of
payment. Thus our customers will likely want to offer multiple payment methods
from the outset.



Queries of transaction records



-    Reviewing the status of orders, voids, and returns

-    Direct input of credit card numbers



What does The Mazarin Platform do?



-        Mazarin manages the total cardholder and master account holder experience



-        Mazarin connects to bank platforms

-        Mazarin has an on-line payment center



-        Mazarin is completely integrated, so can manage bank network and private network financial transactions



-        Mazarin can manage money transfer- card-to-card or country-to-country



-        Mazarin manages multi-pursed accounts tied to bank debit card



-        Mazarin manages private internet purse- micro payments



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Mazarincan issue and manage prepaid debit cards (private brand)



-        Multi-bank



-        Virtual Visa cards



-        Prepaid Visa

-        Prepaid Master Card



-        Retail PIN ( anonymous) Cards with upgrade to Visa



-        Private brand PIN Card



-        Multi-purse technology



Mazarincan issue and manage stored value cards



-        Card issuance



-        Issue card, assign to consumer



-        Card management



-        Activate, deactivate



-        Card Loads



-        Load Card with Money



-        Master Account Holders & Distributors



-        Setup, Reporting



In an extended retail role, Mazarin is able to manage all merchant needs:



-        Merchant enrollment



-        Online enrollment



-        Automated approval / decline process



-        Secured online access



-        User ID & password authentication

-        Merchant profile



-        Online reporting



-        Current settlement



-        Settlement history



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-        Financial history



-        Rates and fees



On the consumer side Mazarin will
manage:



-        Online registration & approval



-        Secured online access



-        User ID & password authentication



-        Consumer profile



-        Online deposits & withdrawals



-        Debit card, credit card, check, bank wire, money order, Western Union, etc.



-        Online transfers



-        Consumer to consumer, consumer to
merchant,
 card to card

-        Server wallet



-        Reporting



-        Monthly statement



-        Current activity



-        Financial history



Mazarincan manage all aspects of the purchase cycle:



-        Payment vehicles



-        Internet, POS, mobile phone, wireless devices

-        Payment methods



-        Credit cards, debit cards, payment account, ACH



-        Purchase calculations

-        Rates & fees



-        Rewards & rebates



-        Sales commissions



A vital part of Mazarin is its service center:



-        Employee access



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-        User ID & password sign in



-        Merchants

-        Search & lookup, contact log, financial activity review, profile update, set rate & fees, credit / debit



-        Consumers



-        Search & lookup, contact log, financial activity, profile update, pending purchase review, credit / debit



-        Sales org



-        Search & lookup, contact log, financial activity, profile update, commission review, credit /debit



-        Supervisors



-        Work assignment, reporting



The Mazarin Platform's accounting capabilities include:

-Merchant settlements



-        Employee access

-        User ID & password sign in



-        Work queues & reporting

-        Deposits

-        Withdrawals



-        Pending purchases



Mazarinmanagement features include:



-        Management access



-        User ID & password sign in



-        Reporting



-        Key business indicators



-        Merchant financial summaries

-        Consumer financial summaries



-        Sales performance

-        Employee productivity



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GENERAL



Employees



At September 30, 2004 the Company had no employees and operated with ten consultants.



Development Stage



The Company is currently a development stage company and no significant revenues have been earned from the operation of the Company.



ITEM 2.     DESCRIPTION OF PROPERTY



Property consists of office furniture and equipment and approximately 1,400 square feet of leased office space at 235 Montgomery St, San Francisco, CA



ITEM 3.     LEGAL PROCEEDINGS



Weingberg & Company, P.A. v. SVC Financial Services, Inc.;
Superior Court of California, County of Los Angeles Case No. BC330357



On March 16, 2005, Weinberg & Company, P.A. ("Weinberg") filed a
lawsuit against the Company for breach of contract, open book account and
quantum meruit.  The complaint alleges that Weinberg, the Company's former
auditor, provided accounting and auditing services for which they claim they
were not fully compensated.  The lawsuit is seeking damages of $57,126.50
plus interest and attorney's fees and costs.  The Company intends to
vigorously defend itself against these claims and will file a cross-complaint
against Weinberg for breach of contract and professional negligence.  The
Company will be seeking damages from Weinberg in an amount to be proven at trial
plus interest, attorney's fees and costs.



The Company does not know of any other material, active or pending legal proceedings against it; nor is the Company involved as a plaintiff in any
other material proceeding or pending litigation.



ITEM 4.     SUBMISSION OF MATTERS TO A VOTE FOR SECURITY HOLDERS



None



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PART II



ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



On November 3, 2000, the Company changed its name to Secure Sign, Inc. and the trading symbol changed to "SCSN" and on November 21, 2003, the Company once again changed its name to SVC Financial Services, Inc. and now trades on the "Pink Sheets" under the symbol "SVCX".  Trading volume and high/low/closing prices for the past three years are disclosed in the following table.  The Company conducted a 25 for 1 reverse split of its common shares on March 14, 2003 and the figures below reflect that split.



Stock Trading Activity



|Quarter Ended | High | Low  | Close | Volume   
|------------- | ---- | ---- | ----- | ---------
|9/30/2004     | 0.50 | 0.45 | 0.50  | 415,713  
|6/30/2004     | 0.75 | 0.70 | 0.75  | 464,679  
|3/31/2004     | 1.31 | 1.00 | 1.20  | 1,565,624
|12/31/2003    | 0.30 | 0.20 | 0.30  | 557,351  
|9/30/2003     | 0.90 | 0.18 | 0.18  | 87,300   
|6/30/2003     | 1.00 | 0.25 | 0.85  | 165,100  
|3/31/2003     | 1.00 | 0.03 | 0.75  | 14,668   
|12/31/2002    | 0.03 | -    | 0.01  | 22,812   

|9/30/2002  | 0.01 | 0.02 | 0.01 | 352,400
|---------- | ---- | ---- | ---- | -------
|6/30/2002  | 0.01 | 0.01 | 0.01 | 63,800 
|3/31/2002  | 0.01 | 0.02 | 0.01 | 87,500 
|12/31/2001 | 0.03 | 0.01 | 0.01 | 215,000
|9/30/2001  | 0.25 | 0.02 | 0.03 | 340,700
|6/30/2001  | 0.06 | 0.02 | 0.03 | 142,700



The Company has not declared any dividends on its common or
preferred shares since its incorporation and does not anticipate that it will do
so in the foreseeable future.  
The present policy of the company is to retain future earnings for use in its operations and expansion of its business.

The preferred shares of the Company are not registered and do not trade on any exchange.



There were no securities sold by the Company during the period covered by this report which were not registered under the Securities Act, or which were not covered under an S-8 registration for employees and consultants.



ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS



GENERAL



The past 12 months have been one of dramatic change for SVC
Financial Services, In c.  
Following the successful merger between PocketPass and Secure Sign (October 1, 2003), the name of the company was changed to SVC Financial Services and offices were established in the heart of California's
Silicon Valley.  
The company is under new management and new products are under development.



SVC's background was in developing a micropayment product for Internet purchases, however it was determined that a larger and more profitable market was possible if the company transitioned to a full service Internet transaction company; One of the main challenges with that strategy was that the internet transaction business has become something of a commodity business in the last 2-3 years, with price being the main driving force.



After a thorough analysis of the market SVC adopted a strategy of
creating value added software applications that offer a unique range of user
services, the goal of these services is to drive transactions to the SVC
gateway.  
To supply our users and partners with these services SVC provides an integrated suite of secure electronic payment, web application, development digital rights management and multimedia authoring solutions.  Our customer focus is on four vertical markets: the entertainment industries (downloaded music/movies), corporate marketing, the
unbanked
 and the political/non profit arena.



SVC has created a real solution to the pirated music/Intellectual
Property issue facing the record/film industry.  I
t has all the security features that the content providers are looking for plus
a high degree of user transparency, so it doesn't get in the way of the user at
all.  
The thing that really pulls it all together is that the product has a built in micropayment system that is much cheaper per transaction than anything on the market today, so selling a song at 99 cents using this system leaves more money on the table for both the content provider and the download service.



SVC has built and delivered a platform that has a Digital Rights Management and sales system that is fully integrated with a multipurpose payment platform and designed for online and offline transactions, micropayments,



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and peer-to-peer e-commerce.  
The ongoing concern of intellectual property owners is consumers that might buy a digital product, copy that file and put it on the web for all to see and download.



The SVC product (The Mazarin Platform) enables authors, musicians, filmmakers, software developers and others to take full advantage of the Internet as a powerful distribution and marketing channel, while at the same time protecting their rights and ensuring that they get paid.

The SVC gateway incorporates advanced security and fraud detection technology which reduces transaction overhead by significantly reducing chargeback costs.  Our gateway is capable of handling over 2.5 million transactions per day and supports: Stored Value Accounts, Membership Management, Loyalty Programs and Advanced Online Reporting & CRM.



In addition to the Entertainment industry, SVC has recently entered the political arena by creating a unique application called IPP
(Interactive Political Profile).  
This application allows a rich media message to be placed directly on a
voter's
 desktop, offering a real opportunity for real time polling and real time
messaging to the vote r.  
This product is particularly attractive to the political area right now because of the McCain -
F eingold 
Bill that recently passed and became law this year.  Of particular interest at this time is SVC's push into the "unbanked" market with an innovative and unique solution using Mobile Technology.



Significant Developments



In December of 2003 SVC announced:



The appointment of Chris Sorenson as vice president of operations.A veteran executive of numerous early stage companies, Sorensen has extensive experience with all aspects of early stage operations including business strategy planning, technology design and development, executive leadership, sales, and online marketing.  Mr. Sorensen brought to SVC a unique combination of skills and experience that included both Internet payment systems and digital content management, two of SVC's
core area s.  
Mr. Sorensen has been tasked with SVC's payment services, digital rights management and stored-value card businesses.



The completion of a follow-on round of investment from current investors. The new funding was used to accelerate the company's launch in growth markets related to cash and web-based micro-payment systems, digital rights management and pre-paid stored-value cards.



The signing of a national sales agreement with Early Harvest,
a national sales and marketing fir m.  
Early Harvest provides SVC the benefits of a dynamic sales force that is
extremely active in its target markets without the need for increasing overhead
through additional headcoun t.





During
2004 SVC announced:



The appointment of Bradford C. Auerbach to provide advice and counsel for SVC's media business development.



Mr. Auerbach is a highly esteemed business development and legal affairs professional who has held senior executive positions at industry leaders such as Marine Channel Enterprises, Starz Encore Media Group, Measat/ASTRO,
Philips Media and Walt Disney Studio s.  
He also has worked extensively with innovative media organizations such as Warner Music Group, Flexplay, DVD Entertainment Group and the J. Paul Getty Museum.



A proposal to acquire XMLAuthor, Inc.,a privately held software development company with headquarters in Draper, Utah and offices in Phoenix, Arizona.  XMLAuthor is the developer of MediaForge
a powerful software authoring tool for building Multimedia applications, both
stand-alone and Internet base d.  
Internet based applications can run either embedded within a web page using the MediaForge Mirage technologies or in a standalone application.  The Company decided not to pursue the acquisition of XMLAuthor, Inc.



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An OEM Agreement with Verimatrix.  Verimatrix,
a provider of high-end security for video-on-demand and protection of digital
creations.  
The partnership offers entertainment and media companies a powerful and secure suite of scalable rich media application generator software, SVC Payment Services, robust DRM and a new mobile commerce application solution.



During the second quarter of 2004 SVC announced:



The launch of the Mazarin Media Platform.  
The SVC Mazarin Media Platform is a rich media application generator that allows
virtually any user to rapidly deliver browser-based application s.  
Our solution platform integrates highly secure SVC Payment Services with the Mazarin application generator that delivers 'smart' applications for sales, marketing,
research
 and promotional activities.  
SVC payment Services also provides a unique, cost-effective peer-to-peer mobile solution for cash-based consumers such as teens,
s tudents
 and friends-and-family for local and international reimbursement and remittance transactions.



A Strategic Marketing Alliance with Command Technology.Command Technology, is one of Europe's
leading providers of products and services to automate and monitor corporate
marketing processes.  
The SVC-Command partnership offers European financial services, entertainment and media companies scalable rich media application generator software, SVC Payment Services, robust Digital Rights Management and a powerful mobile commerce application solution.



A New Partner, Alliance Group International for Outbound Marketing, Data
Mining
 and Email Campaign Suppor t.The Alliance Group International supports SVC customers
requiring outbound marketing and email campaigns.  
Since 1987, The Alliance Group International (AGI) has collaborated with over
450 technology companies to generate revenue.  
AGI has extensive databases for target markets, to build intelligent sales lead and opportunity management systems.



During the third quarter of 2004 SVC announced:



SVC President Chris Haigh addressed the American Banking
Association on Smart Card technolog y.  
Mr. Haigh also spoke at the FBI Peer to Peer Summit on Child Pornography.



An agreement between World Trust Foundation & SVC Financial to enable immediate online donations. The World Trust Foundation is a Los Angeles-based nonprofit organization whose programs enable youth from different nations to use technology to work and learn together.

The WTF offers a range of programs enabling young people in
different parts of the world to meet in virtual classrooms and by other
electronic venues, thus reaching across international borders, time zones and
cultural divides to collaborate on educational projects and learn more about
each other.  
SVC and the World Trust combined to provide an electronic jump-start to WTF's Internet fundraising, The SVC Mazarin platform will allow WTF to speak in a very direct and compelling way to their contributors, and the SVC electronic payment capability will allow those contributors to make secure and immediate donations.



Significant Financial Developments



The Company had authorized 50,000,000 shares of Common Stock with no par value, of which 30,765,641 and 16,092,744 shares were issued and outstanding at September 30, 2004 and 2003, respectively.  Holders of Common Stock are entitled to one vote for each share held.



On October 1, 2003, the Company acquired all the outstanding shares of Pocketpass.com, Inc. (incorporated on August 23, 1999) in exchange for 16,092,744 restricted shares of its common stock and changed its name to SVC Financial Services, Inc.  The acquisition has been accounted for as a reverse merger (recapitalization) with Pocketpass.com deemed to be the accounting acquirer.  Accordingly, the historical financial statements presented

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herein are those of Pocketpass.com, as adjusted to give effect to any difference in the par value of the issuer's and the accounting acquirer's stock with an offset to capital in excess of par value, and those of SVC (the legal acquirer) since the merger.  The retained earnings of the accounting acquirer have been carried forward after the acquisition and Pocketpass.com's basis of its assets and liabilities were carried over in the recapitalization.  Operations prior to the business combination are those of the accounting acquirer.



During February 2004 shares totaling 5,008,427 were issued in settlement of $590,000 of debt and $161,265 of accrued interest.



On February 27, 2004, pursuant to agreements entered into in November and December of 2003, the company issued 4,800,000 shares of common stock of which 4,000,000 shares were issued for $200,000 in cash and 800,000 shares were for settlement of $40,000 of accounts payable related to services in a prior quarter.  This issuance was pursuant to Section 4(2) and Rule 506, thereunder, and all shares were restricted.



On February 28, 2004, the Company completed an early round of funding, via private placement under Rule 506, raising a total of $233,500 which consisted of 720,000 shares for $180,000 in cash and 134,000 shares in settlement of $33,500 of debt and 80,000 shares in settlement of $20,000 of accounts payable.  The remaining 108,000 shares were not issued until the following quarter.  For each dollar invested, investors received four shares of restricted commons stock and three sets of 4 warrants: one set allowing the purchase of an shares of stock for $0.50 within 6 months of the original investment, a second set allowing for the purchase of an additional share of stock for $0.75 within 12 months of investment and a final set allowing for the purchase of an additional share of stock for $1.00 within 18 months of the original investment.  1,042,000 units were sold such that there were 1,042,000 of each of the 3 different warrants issued to investors, for a total of 3,126,000 warrants, along with 1,042,000 shares of restricted common stock



On February 26, 2004, the Company issued 183,928 shares to three (3) employees/consultants of the Company in satisfaction of accounts payable for services rendered totaling $86,600, at an average price of $0.47 per share.  These shares will be registered on Form S-8 at a convenient point in the future.



During the Quarter ended March 31, 2004, 151,602 shares were issued to contractors and vendors in settlement of services rendered in the amount of $137,022.



On April 23, 2004, the Company issued 250,000 shares of its restricted common stock to Girac Investments in settlement of $37,500 of accounts payable.  These shares were valued at $0.30 per share and were issued under Rule 506 to an accredited investor.



During April 2004 warrants totaling 40,000 shares from the February 28, 2004 round of funding were exercised at $0.50 per share in settlement of $20,000 of debt.



During April 2004 shares totaling 108,000 shares from the February 28, 2004 round of funding were issued at $0.25 per share in settlement of $27,000 of debt.



On April 30, 2004, the Company renegotiated the terms and conditions of its loan from Transfund Ventures such that the then-current indebtedness, through April 30, 2004, of approximately $450,000 would be due and payable, in full, on February 28, 2005.  The principal and any unpaid interest could be converted, at the holder's option, into common stock of the Company on a basis of $0.75 per share.  Further, Transfund received 1,000,000 warrants, having a two-choice exercise provision, with an exercise term of three (3) years.  If the exercise is "cashless", then the exercise price will be $0.60 per share.  If actual cash is paid upon exercise, then the exercise price will be $0.375 per share.  All other terms and conditions of the Transfund note remain as originally executed.  The value of the warrants was calculated to be $353,801 using the Black-Scholes method and is being amortized over the life of the warrants.



During May 2004 warrants totaling 100,000 shares from the February 28, 2004 round of funding were exercised for cash at $0.50 and $0.75 per share bringing the company $51,000.



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During May and June 2004, an additional $90,000 was raised via private placement.  Each investor in this placement acquired, for $0.50, one share of stock and 2 warrants (for a total of 360,000 warrants), one allowing for exercise within 6 months of investment at $0.75 per share and the other allowing for exercise within 12 months at a price of $1.00 per share.  180,000 shares were issued under this placement of which 150,000 shares were issued in May for cash of $75,000, 14,000 shares were issued in June for cash of $7,000 and 16,000 were issued in June in settlement of debt of $8,000.



In 2004, 145,925 shares were issued to contractors and vendors in settlement of services rendered in the amount of $125,995.



During July and August 2004, 20,000 shares were issued at $0.50 per share in settlement of $10,000 of debt and 18,667 shares were issued at $.32 per share for cash totaling $6,000.



On July 16, 2004, the Company concluded a placement with existing accredited investors of $150,000 for convertible debentures.  These debentures may be converted into common stock of the Company, at the election of the holders, at anytime in the ensuing 6-month period, utilizing a conversion ratio of $0.30 per share.  These debentures also entitled the investors to warrants to purchase an additional 500,000 shares of the Company's common stock at an exercise price of $0.30 per share, for a total of $150,000.  The warrants have an exercise period of three years.



During September 2004 the company sold convertible debentures totaling $75,000 at 8% interest due March 21, 2005.  This debt is convertible to common shares at $.30 per share for a period of 180 days.  Warrants totaling 250,000 exercisable at $.30 per share for 3 years were also issued with this debt



The year ended September 30, 2004 includes 651,734 shares earned by contractors and vendors for a total expense of $374,881 and 388,890 shares for vested options at a total expense of $186,667.



The common stock issuable of $104,311 at September 30, 2004 consists of: $14,450 of cash received in anticipation of issuing 57,800 shares of common stock; $4,236 of services received in anticipation of issuing 16,944 shares of common stock, 107,582 shares to be issued in payment of $85,625 for management and consulting services and 40,000 shares to be issued in payment for $20,000 for services rendered.



The results for the year ended September 30, 2004 include $1,186,975 of interest expense which is amortization of the value of the warrants.  The results for the year ended September 30, 2004 also include $199,227 of interest expense which is the value of the beneficial conversion feature of debt.  The value of the warrants and beneficial conversion features of debt were calculated using the Black-Scholes method.  The value of warrants associated with the debt is being amortized over the life of the warrants.  The beneficial conversion feature was all expensed since the debt was convertible at any time.



FISCAL YEAR ENDED SEPTEMBER 30, 2004 COMPARED TO FISCAL YEAR ENDED SEPTEMBER 30, 2003



Revenues



During the year ended September 30, 2004 the Company generated
revenues of $11,258, a 44% decrease compared to the year ended September 30,
2003 during which the Company generated revenues of $20,032.  Management expects
that none of the Company's previous businesses will generate any revenues in
future periods.  
Future revenue will come from products currently under development.



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Expenses

Total
operating expenses increased $1,367,990 (290%) from $472,442 during the year
ended September 30, 2003 to $1,840,432 during the year ended September 30, 200 4.  
The increase is due to increased cost in four areas:  a $177,962 (139%) increase in
compensation
for management and administrative staff, a $627, 171
increase in stock based compensation which is the market value during the month earned of shares paid to contractors and vendors, a $ 512,584
 (231%) increase in professional fees paid for software development and marketing and business development and a $52,427 (445%) increase in marketing costs.



Interest Expense

Interest expense increased $1,307,063 (954%) from $136,989 during the year ended September 30, 2003 to $1,444,052 during the year ended September 30, 2004. Interest expense decreased due to $784,764 of principal and accrued interest being converted to equity.  However this was more than offset by increases in interest due to interest on additional borrowings of $234,500 during the year and $1,364,470 for amortization of the value of warrants, as calculated using the Black Scholes method, issued in relation to additional debt and extensions of due dates on other debt.



Other income and expenses



Other expense for the year ended September 30, 2004 includes $199,227 expense as the value of the beneficial conversion feature of some debt, also calculated using the Black Scholes method.  The value of the beneficial conversion feature is required to be
expensed
immediately since the debt is convertible at any time.



There was a $23,423 (47%) reduction in gain on extinguishment of debt.



The net loss increased $2,880,304 (508%) from $566,619 during the year ended September 30, 2003 to $3,446,923 during the year ended September 30, 2004.



Liquidity and Capital Resources



During the year ended
September 30
, 2004 net cash used in operating activities was $ 591,262
 compared to cash used by operating activities of $ 367,237
 during the year ended September 30, 2003.



For the year ended September 30, 2004 investing activities used $100,473 of cash compared to $10,000 in 2003.  Investment in the Mazarin Platform software development used $90,000 in 2004 and $10,000 in 2003;
$
10,473 was spent on fixed assets in 2004, primarily computers and servers.



For the year ended September 30, 2004, financing activities provided $ 660,214
 of funds: $ 238,181
 from issuance of common stock (net of issuance costs), and
 $269,500 from borrowings on related party notes
payable .  As of September 30, 2004, we had an approximate indebtedness of $1,631,357.



During fiscal 2004 cash provided by financing activities was $721,186 compared to $366,295 cash provided by financing activities during fiscal 2003 .  
The increase was attributed to borrowings of $269,500, an increase in interest payable of $60,972 and proceeds from issuance of common stock, net of issuance costs, of $390,714.



Our existing capital resources will not be adequate to fund our
operations for more than two to six month s.  
We have not sustained positive earnings or cash flow and we are required to
incur significant expenses to complete product development, take it to market
and be competitive.  
Consequently, we will require additional funds during the next two to six months
to execute our strategy of acquiring new business opportunitie s.  
Additional financing may not be available on favorable terms or at all.  
If we cannot raise adequate funds to satisfy our capital requirements, we may have to limit our search for new business opportunities.



We cannot predict the extent of investor interest in the Company, which will lead to future sales of equity



14

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securities to fund our current business.  It is unlikely that we will raise significant amounts of capital through borrowing or through the issuance of debt instruments. Therefore, in early 2005 we plan to seek new capital through the issuance of additional shares of the Company, either through a public offering or private placement, at prices that have yet to be determined.  Sales of a substantial number of shares of our common stock in the public market could adversely affect the market price of our common stock.  We may also seek the advice and assistance of investment bankers and other financial professionals to assist us in raising additional capital and we expect to pay fees for these services.



The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern.  
However, the Company has no established source of revenue, has experienced net operating losses of $6,023,787 since inception, had a net loss of $3,446,923 and a negative cash flow from operations of $ 291,262
 for the year ended September 30, 2004, and has working capital and stockholder's deficiencies of $1,083, 470
and $974,246, respectively, as of September 30, 200 4.  
These factors raise substantial doubt about the Company's ability to continue as
a going concern.  
Without realization of additional capital, it would be unlikely for the Company
to continue as a going concern.  Management is in the process of seeking additional capital, and has raised additional debt and equity capital subsequent to year-end.  
These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.



Factors That May Affect Future Results Of Operations



In addition to the other information included in this Report, the following factors should be considered in evaluating our business and future prospects:



Because we are a Development Stage Company and have a limited operating history, an investor in our common stock must consider the risks and difficulties frequently encountered by early stage companies.  We cannot guarantee that we will succeed in achieving these goals, and there can be no assurance we will ever achieve or sustain profitability .  
See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for detailed information on our limited operating history.



We incurred net losses of approximately $3,446,923 for fiscal the
year ending September 30, 2004.  
At September 30, 2004, we had an accumulated deficit of approximately $6,023,787
as compared to $2,576,864 for the fiscal year ended September 30, 2003.  
We expect to incur significant operating losses on a quarterly basis in the future.



Related Party Transactions



A major shareholder provided legal services to the Company.  The charges for such legal services amounted to approximately $152,000 and 
$40,000 for the years ended September 30, 2004 and 2003, respectively.  Approximately $57,000 was due this shareholder at September 30, 2004.



Two directors provided marketing and business consulting services to the Company.  The charges for such marketing and business consulting services amounted to $57,200 and $9,300 for the years ended September 30, 2004 and 2003 respectively.  Amounts due these directors amounted to $49,200 and $25,400 at September 30, 2004 and 2003, respectively and are included in accounts payable and accrued expenses.



Recent Accounting Pronouncements



In January 2003, the FASB issued FASB Interpretation 46 ("FIN 46"),
"Consolidation of Variable Interest Entities."  FIN 46 clarifies the application of Accounting Research Bulletin 51,
"Consolidated Financial Statements", for certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties or in which equity investors do not have the characteristics of a controlling financial interest ("variable interest entities").  Variable interest entities within the scope of FIN 46 will be required to be consolidated by their primary beneficiary.  The primary beneficiary of a variable interest entity is determined to be the party that absorbs a majority of the entity's expected losses, receives



15

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a majority of its expected returns, or both.  FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date.  It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003.  The adoption of the provisions of FIN 46 will not have an impact on the financial condition or results of operations.



In April 2003, the FASB issued Statement No. 149, "Accounting for Amendment of Statement 133 on Derivative Instruments and Hedging Activities," which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities."  This Statement is generally effective for contracts entered into or modified after June 30, 2003, and all provisions should be applied prospectively.  The adoption of Statement 149 did not have any effect on the Company's financial position, results of operations, or cash flows.



In May 2003, the FASB issued Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity".  Statement No. 150 requires that certain financial instruments, which under previous guidance were accounted for as equity, must now be accounted for as liabilities.  Statement No. 150 is effective for all financial instruments entered into or modified after May 31, 2003.  The Company adopted Statement No. 150 on June 1, 2003.  The adoption of Statement No. 150 did not have any effect on the Company's financial position, results of operations, or cash flows.



In December 2004, the Financial Accounting Standards Board ("FASB") released a revision to Statement of Financial Accounting Standard ("SFAS") No. 123, Accounting for Stock-Based Compensation ("FAS 123R").  FAS 123R addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments.  The statement would eliminate the ability to account for share-based compensation transactions using APB Opinion No. 25, Accounting for Stock Issued to Employees, and generally would require instead that such transactions be accounted for using a fair-value-based method.  We adopted FAS 123R effective with the year ended September 30, 2005
2004
..  With the adoption of this new statement, we will have to recognize substantially more compensation expense.  This may have a material adverse impact on our financial position and results of operations.



FORWARD-LOOKING STATEMENTS



From time-to-time, the Company or its representatives may have made or may make forward-looking statements, orally or in writing .  
Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by the Company with the Securities and Exchange Commission or other regulatory agencies .  
Words or phrases "will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project or projected", or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Reform Act").  
The Reform Act does not apply to initial registration statements, including this filing by the Company .  
The Company wishes to ensure that meaningful cautionary statements accompany such statements, so as to maximize to the fullest extent possible the protections of the safe harbor established in the Reform Act .  
Accordingly, such statements are qualified in their entirety by reference to and are accompanied by the following discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.



16

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ITEM 7.     FINANCIAL STATEMENTS



TABLE OF CONTENTS



Independent Auditors' Reports



Balance Sheets

Statements of Operations

Statements of Cash Flows

Statements of changes in Stockholders' Deficiency

Notes to Financial Statements



17

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Report of Independent Registered Public Accounting Firm



To the Stockholders

SVC Financial Services, Inc. and Subsidiary

San Francisco, California



We have audited the accompanying consolidated balance sheet of SVC Financial Services, Inc. ("SVC") as of September 30, 2004 and 2003, and the related consolidated statements of operations, stockholders' deficit and cash flows for years ended September 30, 2004 and 2003 and the period starting January 1, 2002, to September 30, 2002.  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 did not audit the consolidated financial statements of SVC (f/k/a PocketPass.com, Inc.) from inception on August 23, 1999 through December 31, 2001.  The consolidated financial statements as of December 31, 2001 and for the period from inception on August 23, 1999 through December 31, 2001, were audited by other auditors whose reports reflected a net loss of $1,654,526 of the total net loss from inception.  Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for such prior periods, is based solely on the report of the other auditors.



We conducted our audits in accordance with standards of the Public Company Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our 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 SVC Financial Services, Inc. as of September 30, 2004 and 2003 and the consolidated results of their operations and their consolidated cash flows for each of the years ended September 30, 2004 and 2003, in conformity with accounting principles generally accepted in the United States of America.



The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 10 to the accompanying consolidated financial statements, for the year ended September 30, 2004 the Company experienced a net loss from operations of $3,446,923 and as of September 30, 2004, the Company had a negative working capital deficit of $1,083,000 and had a negative stockholders' deficit of $974,246.  These conditions raise substantial doubt about its ability to continue as a going concern.  Management's plan in regard to these matters is also discussed in Note 10.  These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Pohl, McNabola, Berg & Company, LLP

Pohl, McNabola, Berg & Company, LLP

Certified Public Accountants



San Francisco, California

March 10, 2004





18

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SVC Financial Services, Inc. and Subsidiary

(A Development Stage Enterprise)

(Successor to Secure Sign, Inc.)

Consolidated Balance Sheets

September 30, 2004 and 2003





|                                         |                                                           |                                                         |             |                                |                                                | 2004        |           | 2003  
|---------------------------------------- | --------------------------------------------------------- | ------------------------------------------------------- | ----------- | ------------------------------ | ---------------------------------------------- | ----------- | --------- | ------
|Assets                                   |                                                           |                                                         |             |                                |                                               
|Current Assets                           |                                                           |                                                         |             |                                |                                               
|                                         | Cash                                                      |                                                         | $           | 28,038                         |                                                | $           | 59,559   
|                                         | Interest receivable on related party receivable           |                                                         | -           |                                |                                                | 3,903      
|                                         | Receivable from related party                             |                                                         | -           |                                |                                                | 35,000     
|                                         | Prepaid expenses and other                                |                                                         | 1,292       |                                |                                                | -          
|                                         |                                                           |                                                         |             | Total Current Assets           |                                                | 29,330      |           |       
|                                         |                                                           |                                                         |             |                                |                                                |             |           |       
|Property and Equipment                   |                                                           |                                                         |             |                                |                                               
|                                         | Cost                                                      |                                                         |             |                                | 87,763                                         |             |           | 77,290
|                                         | Accumulated depreciation and amortization                 |                                                         | (78,539)    |                                |                                                | (77,290)   
|                                         |                                                           |                                                         |             | Net                            |                                                | 9,224       |           |       
|                                         |                                                           |                                                         |             |                                |                                                |             |           |       
|Other Assets                             |                                                           |                                                         |             |                                |                                               
|                                         | Work in progress - software                               |                                                         | 100,000     |                                |                                                | 10,000     
|                                         |                                                           |                                                         |             | Total Other Assets             |                                                | 100,000     |           |       
|                                         |                                                           |                                                         |             |                                |                                                |             |           |       
|                                         |                                                           |                                                         |             |                                | Total Assets                                   | $           | 138,554   |       
|                                         |                                                           |                                                         |             |                                |                                                |             |           |       
|Liabilities and Stockholders' Deficiency |                                                           |                                                         |             |                                |                                               
|Current Liabilities                      |                                                           |                                                         |             |                                |                                               
|                                         | Accounts payable and accrued liabilities                  | $                                                       | 564,037     |                                | $                                              | 83,424     
|                                         | Accrued interest on related party notes payable           |                                                         | 146,237     |                                |                                                | 246,445    
|                                         | Notes payable to related parties                          |                                                         | 341,448     |                                |                                                | 1,035,699  
|                                         | Deferred compensation (net of accrued interest)           |                                                         | 61,078      |                                |                                                | 31,571     
|                                         |                                                           |                                                         |             | Total Current Liabilities      |                                                | 1,112,800   |           |       
|                                         |                                                           |                                                         |             |                                |                                                |             |           |       
|Stockholders' Deficiency                 |                                                           |                                                         |             |                                |                                               
|                                         | Common stock, no par value, 50,000,000 shares authorized, |                                                         |             |                                |                                                |            
|                                         |                                                           | 30,765,641 and 16,092,744 shares issued and outstanding |             |                                |                                                |             |          
|                                         |                                                           | at September 30, 2004 and 2003, respectively.           |             | 4,945,230                      |                                                |             | 1,288,187
|                                         | Common stock issuable - 222,326 shares                    |                                                         | 104,311     |                                |                                                | -          
|                                         | Deficit accumulated during the development stage          |                                                         | (6,023,787) |                                |                                                | (2,576,864)
|                                         |                                                           |                                                         |             | Total Stockholders' Deficiency |                                                | (974,246)   |           |       
|                                         |                                                           |                                                         |             |                                |                                                |             |           |       
|                                         |                                                           |                                                         |             |                                | Total Liabilities and Stockholders' Deficiency | $           | 138,554   |       



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



19

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SVC Financial Services, Inc. and Subsidiary

(A Development Stage Enterprise)

(Successor to Secure Sign, Inc.)

Consolidated Statements of Operations

For the Years Ended September 30, 2004 and 2003, and

For the Period from Inception (August 23, 1999) to September 30, 2004 and 2003









|                                                                 |                                       |                              |                                             |                          |             |                      |          |                    |             | Inception  
|---------------------------------------------------------------- | ------------------------------------- | ---------------------------- | ------------------------------------------- | ------------------------ | ----------- | -------------------- | -------- | ------------------ | ----------- | -----------
|                                                                 |                                       |                              |                                             | Year ended September 30, |             | (August 23, 1999) to
|                                                                 |                                       |                              |                                             | 2004                     |             | 2003                 |          | September 30, 2004
|                                                                 |                                       |                              |                                             |                          |             |                      |          |                    |             |            
|Revenues                                                         | $                                     | 11,258                       |                                             | $                        | 20,032      |                      | $        | 61,260            
|Cost of Goods Sold                                               |                                       | (136)                        |                                             |                          | (23,756)    |                      |          | (37,440)          
|                                                                 |                                       | Gross Profit                 |                                             | 11,122                   |             |                      | (3,724)  |                    |             | 23,820     
|                                                                 |                                       |                              |                                             |                          |             |                      |          |                    |             |            
|Expenses:                                                        |                                       |                              |                                             |                          |             |                      |          |                   
|                                                                 | Salaries                              |                              | 306,333                                     |                          |             | 128,371              |          |                    | 1,041,926  
|                                                                 | Professional fees                     |                              | 734,873                                     |                          |             | 222,289              |          |                    | 1,421,968  
|                                                                 | Stock-based compensation              |                              | 627,171                                     |                          |             | -                    |          |                    | 627,171    
|                                                                 | Facilities                            |                              | 35,261                                      |                          |             | 52,401               |          |                    | 243,409    
|                                                                 | Marketing                             |                              | 64,200                                      |                          |             | 11,773               |          |                    | 102,848    
|                                                                 | Other                                 |                              | 71,345                                      |                          |             | 36,889               |          |                    | 550,162    
|                                                                 | Depreciation and amortization         |                              | 1,249                                       |                          |             | 20,719               |          |                    | 69,599     
|                                                                 |                                       | Total Expenses               |                                             | 1,840,432                |             |                      | 472,442  |                    |             | 4,057,083  
|                                                                 |                                       |                              |                                             |                          |             |                      |          |                    |             |            
|                                                                 |                                       |                              | Net loss from operations                    |                          | (1,829,310) |                      |          | (476,166)          |             |            
|                                                                 |                                       |                              |                                             |                          |             |                      |          |                    |             |            
|Other Income (Expense)                                           |                                       |                              |                                             |                          |             |                      |          |                   
|                                                                 | Interest expense                      |                              | (1,444,052)                                 |                          |             | (136,989)            |          |                    | (1,849,021)
|                                                                 | Beneficial conversion expense on debt |                              | (199,227)                                   |                          |             | -                    |          |                    | (199,227)  
|                                                                 | Financing fees                        |                              | (1,000)                                     |                          |             | (7,675)              |          |                    | (51,175)   
|                                                                 | Gain on extinguishment of debt        |                              | 26,666                                      |                          |             | 50,089               |          |                    | 76,755     
|                                                                 | Interest income                       |                              | -                                           |                          |             | 4,122                |          |                    | 5,130      
|                                                                 |                                       | Total Other Income (Expense) |                                             | (1,617,613)              |             |                      | (90,453) |                    |             | (2,017,538)
|                                                                 |                                       |                              |                                             |                          |             |                      |          |                    |             |            
|                                                                 |                                       |                              | Net loss before income taxes and            |                          |             |                      |          |                    |             |            
|                                                                 |                                       |                              | minority interest in net loss of subsidiary |                          | (3,446,923) |                      |          | (566,619)          |             |            
|                                                                 |                                       |                              |                                             |                          |             |                      |          |                    |             |            
|Minority interest in net loss of subsidiary                      |                                       | -                            |                                             |                          | -           |                      |          | 27,014            
|                                                                 |                                       |                              |                                             |                          |             |                      |          |                    |             |            
|Net Loss                                                         | $                                     | (3,446,923)                  |                                             | $                        | (566,619)   |                      | $        | (6,023,787)       
|                                                                 |                                       |                              |                                             |                          |             |                      |          |                    |             |            
|                                                                 |                                       |                              |                                             |                          |             |                      |          |                    |             |            
|Basic and diluted loss per common share                          | $                                     | (0.13)                       |                                             | $                        | (0.04)      |                      | $        | (0.23)            
|Weighted average number of shares
outstanding, basic and diluted |                                       | 27,352,608                   |                                             |                          | 16,092,744  |                      |          | 26,377,523        





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





20

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SVC Financial Services, Inc. and Subsidiary

(A Development Stage Enterprise)

(Successor to Secure Sign, Inc.)

Consolidated Statements of Cash Flows

For the Years Ended September 30, 2004 and 2003, and

For the Period from Inception (August 23, 1999) to September 30, 2004 and 2003







|                                                           |                                                                |                                              |                                                   |                                           |                           |           |                      |          |                    |  | Inception
|---------------------------------------------------------- | -------------------------------------------------------------- | -------------------------------------------- | ------------------------------------------------- | ----------------------------------------- | ------------------------- | --------- | -------------------- | -------- | ------------------ |  | ---------
|                                                           |                                                                |                                              |                                                   |                                           | Years Ended September 30, |           | (August 23, 1999) to
|                                                           |                                                                |                                              |                                                   |                                           | 2004                      |           | 2003                 |          | September 30, 2004
|                                                           |                                                                |                                              |                                                   |                                           |                           |           |                      |          |                    |  |          
|Cash flows from operating activities:                      |                                                                |                                              |                                                   |                                           |                           |           |                      |         
|                                                           | Net Loss                                                       | $                                            | (3,446,923)                                       |                                           | $                         | (566,619) |                      | $        | (6,023,787)       
|                                                           | Adjustments to reconcile net loss to net                       |                                              |                                                   |                                           |                           |           |                      |          |                   
|                                                           |                                                                | cash provided by operating activities:       |                                                   |                                           |                           |           |                      |          |                    | 
|                                                           |                                                                |                                              | Depreciation & amortization                       |                                           | 1,249                     |           |                      | 20,719   |                    |  | 78,539   
|                                                           |                                                                |                                              | Bad debt expense                                  |                                           | 5,000                     |           |                      | -        |                    |  | 5,000    
|                                                           |                                                                |                                              | Warrant valuation & amortization                  |                                           | 1,581,749                 |           |                      | -        |                    |  | 1,600,660
|                                                           |                                                                |                                              | Issuance of common stock for services             |                                           | 675,173                   |           |                      | 1,069    |                    |  | 685,754  
|                                                           |                                                                |                                              | Common stock issuable for services                |                                           | -                         |           |                      | -        |                    |  | 40,000   
|                                                           |                                                                |                                              | Loss on disposal of fixed assets                  |                                           | -                         |           |                      | -        |                    |  | 10,712   
|                                                           |                                                                |                                              | Gain on extinguishment of debt                    |                                           | (26,666)                  |           |                      | (50,089) |                    |  | (50,089) 
|                                                           |                                                                | Changes in operating assets and liabilities: |                                                   |                                           |                           |           |                      |          |                    | 
|                                                           |                                                                |                                              | Decrease in accounts receivable                   |                                           | -                         |           |                      | 1,944    |                    |  | -        
|                                                           |                                                                |                                              | (Increase) Decrease in prepaid expenses and other |                                           | (1,292)                   |           |                      | 23,110   |                    |  | (1,292)  
|                                                           |                                                                |                                              | Increase in accrued interest payable              |                                           | 60,972                    |           |                      | 128,114  |                    |  | 307,502  
|                                                           |                                                                |                                              | Increase in accounts payable                      |                                           | 559,476                   |           |                      | 74,515   |                    |  | 702,630  
|                                                           |                                                                |                                              |                                                   | Net cash used in operating activities     |                           | (591,262) |                      |          | (367,237)          |  |          
|                                                           |                                                                |                                              |                                                   |                                           |                           |           |                      |          |                    |  |          
|Cash flows from investing activities:                      |                                                                |                                              |                                                   |                                           |                           |           |                      |         
|                                                           | Software under development                                     |                                              | (90,000)                                          |                                           |                           | (10,000)  |                      |          | (100,000)         
|                                                           | Purchase of fixed assets                                       |                                              | (10,473)                                          |                                           |                           | -         |                      |          | (98,475)          
|                                                           |                                                                |                                              |                                                   | Net cash used in investing activities     |                           | (100,473) |                      |          | (10,000)           |  |          
|                                                           |                                                                |                                              |                                                   |                                           |                           |           |                      |          |                    |  |          
|Cash flows from financing activities:                      |                                                                |                                              |                                                   |                                           |                           |           |                      |         
|                                                           | Borrowings on related party notes payable                      |                                              | 269,500                                           |                                           |                           | 238,181   |                      |          | 1,523,000         
|                                                           | Proceeds from issuance of common stock - net of issuance costs |                                              | 390,714                                           |                                           |                           | -         |                      |          | 1,282,934         
|                                                           | Common stock issuable                                          |                                              | -                                                 |                                           |                           | -         |                      |          | 64,950            
|                                                           |                                                                |                                              |                                                   | Net cash provided by financing activities |                           | 660,214   |                      |          | 238,181            |  |          
|                                                           |                                                                |                                              |                                                   |                                           |                           |           |                      |          |                    |  |          
|Adjustment to Retained Earnings for disposal of subsidiary |                                                                | -                                            |                                                   |                                           | -                         |           |                      | -       
|                                                           |                                                                |                                              |                                                   |                                           |                           |           |                      |          |                    |  |          
|Increase (Decrease) in cash                                |                                                                | (31,521)                                     |                                                   |                                           | (139,056)                 |           |                      | 28,038  
|                                                           |                                                                |                                              |                                                   |                                           |                           |           |                      |          |                    |  |          
|Cash at beginning of period                                |                                                                | 59,559                                       |                                                   |                                           | 198,615                   |           |                      | -       
|                                                           |                                                                |                                              |                                                   |                                           |                           |           |                      |          |                    |  |          
|Cash at end of period                                      | $                                                              | 28,038                                       |                                                   | $                                         | 59,559                    |           | $                    | 28,038  
|                                                           |                                                                |                                              |                                                   |                                           |                           |           |                      |          |                    |  |          
|Supplemental disclosure of non-cash activities:            |                                                                |                                              |                                                   |                                           |                           |           |                      |         
|                                                           | Common stock issuable in settlement of accounts payable        | $                                            | 438,986                                           |                                           | $                         | -         |                      | $        | 462,508           
|                                                           | Common stock issuable in settlement of accrued interest        | $                                            | 161,265                                           |                                           | $                         | -         |                      | $        | 161,265           
|                                                           | Issuance of common shares in redemption of debt                | $                                            | 623,500                                           |                                           | $                         | -         |                      | $        | 623,500           
|                                                           | Value of warrants                                              | $                                            | 1,382,522                                         |                                           | $                         | -         |                      | $        | 1,382,522         
|                                                           | Value of beneficial debt conversion feature                    | $                                            | 199,227                                           |                                           | $                         | -         |                      | $        | 199,227           
|                                                           | Assumption of liabilities in connection with merger            | $                                            | 171,583                                           |                                           | $                         | -         |                      | $        | 171,583           

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





21

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SVC Financial Services, Inc. and Subsidiary

(A Development Stage Enterprise)

(Successor to Secure Sign, Inc.)

Consolidated Statements of Changes in Shareholders' Deficiency

For the Period from Inception (August 23, 1999) to September 30, 2004 and 2003









|                              |                                                                | Common Stock |   | Common Stock |           | Accumulated |          | Total Shareholders' Equity
|----------------------------- | -------------------------------------------------------------- | ------------ | - | ------------ | --------- | ----------- | -------- | --------------------------
|                              |                                                                | Shares       |   |              | Amount    |             | Issuable |                           
|                              | Common Stock issued                                            | 13,369,236   |   | $            | 718,432   |             | $        | -                         
|                              | Net loss for the year ended September 30, 1999                 | -            |   |              | -         |             |          | -                         
|                              |                                                                |              |   |              |           |             |          |                           
|Balance at September 30, 1999 | 13,369,236                                                     |              |   | 718,432      |           |             |          | -                         
|                              |                                                                |              |   |              |           |             |          |                           
|                              | Common stock issued                                            | 2,299,015    |   |              | 184,538   |             |          | -                         
|                              | Net loss for the year ended September 30, 2000                 | -            |   |              | -         |             |          | -                         
|                              |                                                                |              |   |              |           |             |          |                           
|Balance at September 30, 2000 | 15,938,251                                                     |              |   | 902,970      |           |             |          | -                         
|                              |                                                                |              |   |              |           |             |          |                           
|                              | Common stock issued                                            | 141,128      |   |              | 377,124   |             |          | -                         
|                              | Net loss for the year ended September 30, 2001                 | -            |   |              | -         |             |          | -                         
|                              |                                                                |              |   |              |           |             |          |                           
|Balance at September 30, 2001 | 16,079,379                                                     |              |   | 1,280,094    |           |             |          | -                         
|                              |                                                                |              |   |              |           |             |          |                           
|                              | Net loss for the year ended September 30, 2002                 | -            |   |              | -         |             |          | -                         
|                              | Sale of common stock                                           | 13,365       |   |              | 8,093     |             |          | -                         
|                              | Common stock issued for services                               | -            |   |              | -         |             |          | -                         
|                              | Equity adjustment from disposal of subsidiary                  |              |   |              |           |             |          |                           
|                              |                                                                |              |   |              |           |             |          | -                         
|Balance at September 30, 2002 | 16,092,744                                                     |              |   | $1,288,187   |           |             | $        | -                         
|                              |                                                                |              |   |              |           |             |          |                           
|                              | Net loss for the year ended September 30, 2003                 | -            |   |              | -         |             |          | -                         
|                              |                                                                |              |   |              |           |             |          |                           
|Balance at September 30, 2003 | 16,092,744                                                     |              |   | 1,288,187    |           |             | -        |                           
|                              |                                                                |              |   |              |           |             |          |                           
|                              | Reverse merger adjustment                                      | 1,989,251    |   |              | (171,583) |             |          | -                         
|                              | Common stock issued in settlement of accounts payable          | 1,313,928    |   |              | 184,100   |             |          | -                         
|                              | Valuation of warrants issued                                   | -            |   |              | 1,245,575 |             |          | -                         
|                              | Stock-based compensation                                       | 388,890      |   |              | 186,667   |             |          | -                         
|                              | Common stock issuable                                          | 4,000,000    |   |              | 200,000   |             |          | 104,311                   
|                              | Common stock issued in settlement of debt and accrued interest | 5,178,427    |   |              | 802,764   |             |          | -                         
|                              | Issuance costs                                                 | -            |   |              | (58,600)  |             |          | -                         
|                              | Sale of common stock                                           | 1,010,667    |   |              | 295,000   |             |          | -                         
|                              | Common stock issued for services                               | 651,734      |   |              | 374,881   |             |          | -                         
|                              | Value of warrants issued for debt extension                    | -            |   |              | 328,012   |             |          | -                         
|                              | Value of beneficial debt conversion feature                    | -            |   |              | 199,227   |             |          |                           
|                              | Warrants exercised in settlement of accounts payable           | 40,000       |   |              | 20,000    |             |          | -                         
|                              | Warrants exercised for cash                                    | 100,000      |   |              | 51,000    |             |          | -                         
|                              | Net loss for the year ended September 30, 2004                 | -            |   |              | -         |             |          | -                         
|                              |                                                                |              |   |              |           |             |          |                           
|Balance at September 30, 2004 | 30,765,641                                                     |              | $ | 4,945,230    |           | $           | 104,311  |                           





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



22

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SVC Financial Services, Inc. and Subsidiary

(A Development Stage Enterprise)

(Successor to Secure Sign, Inc.)

Notes to Consolidated Financial Statements

September 30, 2004 and 2003





1.

Nature of Operations



SVC Financial Services, Inc.  (the "SVC" or "the Company"), formerly Secure Sign, Inc., was incorporated on July 14, 1995 under the laws of the state of Colorado.  Contractor's Directory, Inc., was purchased on April 17, 1999 in a stock for stock transaction exchange.  In September 2003 the Company sold ninety-five percent (95%) of its wholly owned subsidiary, Contractor's Directory, Inc. to the former CEO of the Company for $5,000 and assumption of all corporate debts related to Contractor's Directory, Inc.



On October 1, 2003, the Company acquired all the outstanding shares of Pocketpass.com, Inc. (incorporated on August 23, 1999) in exchange for 16,092,744 restricted shares of its common stock.  The acquisition has been accounted for as a reverse merger (recapitalization) with Pocketpass.com deemed to be the accounting acquirer.  Accordingly, the historical financial statements presented herein are those of Pocketpass.com, as adjusted to give effect to any difference in the par value of the issuer's and the accounting acquirer's stock with an offset to capital in excess of par value, and those of SVC (the legal acquirer) since the merger.  The retained earnings of the accounting acquirer have been carried forward after the acquisition and Pocketpass.com's basis of its assets and liabilities were carried over in the recapitalization.  Operations prior to the business combination are those of the accounting acquirer.



SVC is a transaction management company that provides integrated financial services and value-added software for accelerating sales.  SVC has pioneered a scalable, integrated media and transaction management solution, the Mazarin Media Platform, that provides rapid application delivery for any size organization.  SVC enables its customers to deliver smart applications that inspire consumers to make immediate, informed decisions.  SVC solutions have a broad range of applicability and provide tremendous value to the music and entertainment, political, non-profit, research and testing, and corporate and consumer marketing areas.  Since inception, the Company has devoted substantially all of its efforts to activities such as financial planning, capital raising and product development and has not recorded any significant revenue.  Accordingly, the Company is in the development stage, as defined by the Statement of Financial Accounting Standards ("SFAS")
No. 7, "Accounting and Reporting by Development State Enterprises."



2.

Summary of Significant Accounting Policies



Basis of Consolidation



The consolidated financial statements include the accounts of SVC Financial Services, Inc., and its wholly owned subsidiary, PocketPass.com, Inc.  All significant intercompany accounts and transactions have been eliminated upon consolidation.



23

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Revenue Recognition



The Company recognizes revenue from sale or use of its products ratably over applicable contract periods or as services are performed.



Allowance for Doubtful Accounts



The Company establishes an allowance for doubtful accounts on a case-by-case basis when it believes the required payment of specific amounts owed is unlikely to occur after a review of historical collection experience, subsequent collections and management's evaluation of existing economic conditions.



Advertising



Advertising costs are expensed in the year incurred.  There were no advertising costs for the years ended September 30, 2004 and 2003.



Fixed Assets



Property and equipment were stated at cost less accumulated depreciation and amortization.  Expenditures for major additions and improvements of $1,000 or greater were capitalized, and minor replacements, maintenance and repairs were charged to expense as incurred.  Whenever an asset is retired or disposed of, its cost and accumulated depreciation or amortization is removed from the respective accounts and the resulting gain or loss is credited or charged to income.



Depreciation is computed using the straight-line and declining-balance methods over the following estimated useful lives:



|Computers and software | 3 years     
|---------------------- | ------------
|                       |             
|Furniture and Fixtures | 5 to 7 years



Impairment of Long-Lived Assets



Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.  Recovery of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by the asset.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount of which the carrying amount of the assets exceeds the fair value of the assets.  Assets to be disposed of are reported at the lower of the carrying amount or fair value less the cost to sell.



Earnings (Loss) Per Share



SFAS No. 128, "Earnings Per Share" requires presentation of basic earnings (loss) per share and diluted earnings per share.  The computation of basic loss per share is computed by dividing loss available to common stockholders by the weighted average number of outstanding common shares during the period.  Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period.  These potentially dilutive securities were not included in the calculation of loss per share for the years ended September 30, 2004 and 2003 because the Company incurred a loss during such periods and thus their effect would have been anti-dilutive.  Accordingly, basic and diluted loss per share are the same for the years ended September 30, 2004 and 2003.



24

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Income Taxes



The Company accounts for income taxes using the asset and liability method.  Under the asset and liability method, deferred income taxes are determined based on differences between the financial reporting and tax bases of assets and liabilities.  They are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  The Company is required to adjust its deferred tax liabilities in the period when tax rates or the provisions of the income tax laws change.  Valuation allowances are established to reduce deferred tax assets to the amounts expected to be realized.



Capitalized Software Costs



The Company accounts for the development cost of software in accordance with Statement of Financial Accounting Standards No. 86
"Accounting for Costs of Computer Software to be Sold, Leased or Otherwise Marketed" ("SFAS 86").  SFAS 86 requires product development costs to be charged to expense as incurred until technological feasibility is attained.  Technological feasibility is attained when the Company's software has completed system testing and has been determined viable for its intended use.  The time between the attainment of technological feasibility and completion of software development has been short with immaterial amounts of development costs incurred during this period.  Accordingly, the Company did not capitalize any development costs in 2004 or 2003.  The Company capitalizes software acquired through technology purchases if the related software under development has reached technological feasibility or if there are alternative future uses for the software.  As a result, the Company has capitalized software costs at September 30, 2004 and 2003 of $100,000 and $10,000 respectively.



Disclosures about Fair Value of Financial Instruments



The carrying amount of the Company's financial instruments, which include accounts receivable, due from related parties, accounts payable, notes payable and accrued expenses approximate their fair values at September 30, 2004 and 2003.



Estimates



The presentation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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.



Comprehensive Income



The Company has no items of other comprehensive income (loss) for the years ended September 30, 2004 and 2003.



Recent Accounting Pronouncements



In January 2003, the FASB issued FASB Interpretation 46 ("FIN 46"),
"Consolidation of Variable Interest Entities."  FIN 46 clarifies the application of Accounting Research Bulletin 51,
"Consolidated Financial Statements", for certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties or in which equity investors do not have the characteristics of a controlling financial interest ("variable interest entities").  Variable interest entities within the



25

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scope of FIN 46 will be required to be consolidated by their primary beneficiary.  The primary beneficiary of a variable interest entity is determined to be the party that absorbs a majority of the entity's expected losses, receives a majority of its expected returns, or both.  FIN 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date.  It applies in the first fiscal year or interim period beginning after June 15, 2003, to variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003.  The adoption of the provisions of FIN 46 will not have an impact on the financial condition or results of operations.



In April 2003, the FASB issued Statement No. 149, "Accounting for Amendment of Statement 133 on Derivative Instruments and Hedging Activities," which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FASB Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities."  This Statement is generally effective for contracts entered into or modified after June 30, 2003, and all provisions should be applied prospectively.  The adoption of Statement 149 did not have any effect on the Company's financial position, results of operations, or cash flows.



In May 2003, the FASB issued Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity".  Statement No. 150 requires that certain financial instruments, which under previous guidance were accounted for as equity, must now be accounted for as liabilities.  Statement No. 150 is effective for all financial instruments entered into or modified after May 31, 2003.  The Company adopted Statement No. 150 on June 1, 2003.  The adoption of Statement No. 150 did not have any effect on the Company's financial position, results of operations, or cash flows.



In December 2004, the Financial Accounting Standards Board ("FASB") released a revision to Statement of Financial Accounting Standard ("SFAS") No. 123, Accounting for Stock-Based Compensation ("FAS 123R").  FAS 123R addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments.  The statement would eliminate the ability to account for share-based compensation transactions using APB Opinion No. 25, Accounting for Stock Issued to Employees, and generally would require instead that such transactions be accounted for using a fair-value-based method.  We adopted FAS 123R effective with the year ended September 30, 2005.  With the adoption of this new statement, we will have to recognize substantially more compensation expense.  This may have a material adverse impact on our financial position and results of operations.



3.

Property and Equipment



Property and equipment consist of the following:



|                                               | September 30,
|---------------------------------------------- | -------------
|                                               | 2004         
|                                               |              
|Computer equipment                             | $            
|Furniture and fixtures                         |              
|Software                                       |              
|                                               |              
|                                               |              
|                                               |              
|Less accumulated depreciation and amortization |              
|                                               |              
|                                               | $            



Depreciation expense for the years ended September 30, 2004 and 2003 was approximately $1,249, and $20,719, respectively.



26

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4.

Equity



The Company had authorized 50,000,000 shares of Common Stock with no par value, of which 30,765,641 and 16,092,744 shares were issued and outstanding at September 30, 2004 and 2003, respectively.  Holders of Common Stock are entitled to one vote for each share held.



On October 1, 2003, the Company acquired all the outstanding shares of Pocketpass.com, Inc. (incorporated on August 23, 1999) in exchange for 16,092,744 restricted shares of its common stock and changed its name to SVC Financial Services, Inc.  The acquisition has been accounted for as a reverse merger (recapitalization) with Pocketpass.com deemed to be the accounting acquirer.  Accordingly, the historical financial statements presented herein are those of Pocketpass.com, as adjusted to give effect to any difference in the par value of the issuer's and the accounting acquirer's stock with an offset to capital in excess of par value, and those of SVC (the legal acquirer) since the merger.  The retained earnings of the accounting acquirer have been carried forward after the acquisition and Pocketpass.com's basis of its assets and liabilities were carried over in the recapitalization.  Operations prior to the business combination are those of the accounting acquirer.



During February 2004 shares totaling 5,008,427 were issued in settlement of $590,000 of debt and $161,265 of accrued interest.



On February 27, 2004, pursuant to agreements entered into in November and December of 2003, the company issued 4,800,000 shares of common stock of which 4,000,000 shares were issued for $200,000 in cash and 800,000 shares were for settlement of $40,000 of accounts payable related to services in a prior quarter.  This issuance was pursuant to Section 4(2) and Rule 506, thereunder, and all shares were restricted.



On February 28, 2004, the Company completed an early round of funding, via private placement under Rule 506, raising a total of $233,500 which consisted of 720,000 shares for $180,000 in cash and 134,000 shares in settlement of $33,500 of debt and 80,000 shares in settlement of $20,000 of accounts payable.  The remaining 108,000 shares were not issued until the following quarter.  For each dollar invested, investors received four shares of restricted commons stock and three sets of 4 warrants: one set allowing the purchase of an shares of stock for $0.50 within 6 months of the original investment, a second set allowing for the purchase of an additional share of stock for $0.75 within 12 months of investment and a final set allowing for the purchase of an additional share of stock for $1.00 within 18 months of the original investment.  1,042,000 units were sold such that there were 1,042,000 of each of the 3 different warrants issued to investors, for a total of 3,126,000 warrants, along with 1,042,000 shares of restricted common stock



On February 26, 2004, the Company issued 183,928 shares to three (3) employees/consultants of the Company in satisfaction of accounts payable for services rendered totaling $86,600, at an average price of $0.47 per share.  These shares will be registered on Form S-8 at a convenient point in the future.



During the Quarter ended March 31, 2004, 151,602 shares were issued to contractors and vendors in settlement of services rendered in the amount of $137,022.



On April 23, 2004, the Company issued 250,000 shares of its restricted common stock to Girac Investments in settlement of $37,500 of accounts payable.  These shares were valued at $0.30 per share and were issued under Rule 506 to an accredited investor.



During April 2004 warrants totaling 40,000 shares from the February 28, 2004 round of funding were exercised at $0.50 per share in settlement of $20,000 of debt.



During April 2004 shares totaling 108,000 shares from the February 28, 2004 round of funding were issued at $0.25 per share in settlement of $27,000 of debt.



27

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On April 30, 2004, the Company renegotiated the terms and conditions of its loan from Transfund Ventures such that the then-current indebtedness, through April 30, 2004, of approximately $450,000 would be due and payable, in full, on February 28, 2005.  The principal and any unpaid interest could be converted, at the holder's option, into common stock of the Company on a basis of $0.75 per share.  Further, Transfund received 1,000,000 warrants, having a two-choice exercise provision, with an exercise term of three (3) years.  If the exercise is "cashless", then the exercise price will be $0.60 per share.  If actual cash is paid upon exercise, then the exercise price will be $0.375 per share.  All other terms and conditions of the Transfund note remain as originally executed.  The value of the warrants was calculated to be $353,801 using the Black-Scholes method and is being amortized over the life of the warrants.



During May 2004 warrants totaling 100,000 shares from the February 28, 2004 round of funding were exercised for cash at $0.50 and $0.75 per share bringing the company $51,000.



During May and June 2004, an additional $90,000 was raised via private placement.  Each investor in this placement acquired, for $0.50, one share of stock and 2 warrants (for a total of 360,000 warrants), one allowing for exercise within 6 months of investment at $0.75 per share and the other allowing for exercise within 12 months at a price of $1.00 per share.  180,000 shares were issued under this placement of which 150,000 shares were issued in May for cash of $75,000, 14,000 shares were issued in June for cash of $7,000 and 16,000 were issued in June in settlement of debt of $8,000.



In 2004, 145,925 shares were issued to contractors and vendors in settlement of services rendered in the amount of $125,995.



During July and August 2004, 20,000 shares were issued at $0.50 per share in settlement of $10,000 of debt and 18,667 shares were issued at $.32 per share for cash totaling $6,000.



On July 16, 2004, the Company concluded a placement with existing accredited investors of $150,000 for convertible debentures.  These debentures may be converted into common stock of the Company, at the election of the holders, at anytime in the ensuing 6-month period, utilizing a conversion ratio of $0.30 per share.  These debentures also entitled the investors to warrants to purchase an additional 500,000 shares of the Company's common stock at an exercise price of $0.30 per share, for a total of $150,000.  The warrants have an exercise period of three years.



During September 2004 the company sold convertible debentures totaling $75,000 at 8% interest due March 21, 2005.  This debt is convertible to common shares at $.30 per share for a period of 180 days.  Warrants totaling 250,000 exercisable at $.30 per share for 3 years were also issued with this debt.



The year ended September 30, 2004 includes 651,734 shares earned by contractors and vendors for a total expense of $374,881 and 388,890 shares for vested options at a total expense of $186,667.



The common stock issuable of $104,311 at September 30, 2004 consists of: $14,450 of cash received in anticipation of issuing 57,800 shares of common stock; $4,236 of services received in anticipation of issuing 16,944 shares of common stock, 107,582 shares to be issued in payment of $85,625 for management and consulting services and 40,000 shares to be issued in payment for $20,000 for services rendered.



The results for the year ended September 30, 2004 include $1,186,975 of interest expense which is amortization of the value of the warrants.  The results for the year ended September 30, 2004 also include $199,227 of interest expense which is the value of the beneficial conversion feature of debt.  The value of the warrants and beneficial conversion features of debt were calculated using the Black-Scholes method.  The value of warrants associated with the debt is being amortized over the life of the warrants.  The beneficial conversion feature was all expensed since the debt was convertible at any time.





28

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5.

Other Stock-Related Information



The Company grants stock options to employees and consultants and warrants to investors.  The fair value of each stock option and warrant is estimated on the date of grant using the Black-Scholes pricing model with the following weighted average assumptions for both 2004 and 2003:  risk-free interest rate of 3%; expected dividend yield of 0%; expected volatility of approximately 419% in 2004 and 339% in 2003 and expected lives of approximately 3 years.



The cost of stock options is recognized on a straight-line basis over its vesting period.



|Stock Options and Warrants                | Number of Options |             | Weighted average exercise price |      | Average Market Price
|----------------------------------------- | ----------------- | ----------- | ------------------------------- | ---- | --------------------
|Balance outstanding at September 30, 2001 | 5,570,000         |             | $                               | 0.02 |                     
|                                          | Granted           | 3,288,900   |                                 |      | 0.16                
|                                          | Exercised         | -           |                                 |      |                     
|                                          | Expired           | -           |                                 |      |                     
|Balance outstanding at September 30, 2002 | 8,858,900         |             |                                 | 0.07 |                     
|                                          | Granted           | 4,797,499   |                                 |      | 0.13                
|                                          | Exercised         | -           |                                 |      |                     
|                                          | Expired           | (1,020,000) |                                 |      | (0.01)              
|Balance outstanding at September 30, 2003 | 12,636,399        |             |                                 | 0.10 |                     
|                                          | Granted           | 7,280,666   |                                 |      | 0.49                
|                                          | Exercised         | (240,000)   |                                 |      | 0.50                
|                                          | Expired           | (2,005,000) |                                 |      | (0.04)              
|Balance outstanding at September 30, 2004 | 17,672,065        |             | $                               | 0.27 |                     













































Summarized information about stock options and warrants outstanding as of September 30, 2004 is as follows:



|                     |  | Outstanding |  | Exercisable                    
|-------------------- |  | ----------- |  | -------------------------------
|Exercise
Price
Range |  | Number      |  | Weighted average exercise price
|$.01 - $.10          |  | 3,835,000   |  | $                              
|$.15                 |  | 8,370,000   |  |                                
|$.28 - $.50          |  | 3,023,065   |  |                                
|$.75                 |  | 1,222,000   |  |                                
|$1.00                |  | 1,222,000   |  |                                
|                     |  | 17,672,065  |  | $                              



Summarized information about stock options and warrants outstanding as of September 30, 2003 is as follows:



| |  | Outstanding |  | Exercisable
| |  | ----------- |  | -----------



|Exercise
Price
Range |  | Number     |  | Weighted average exercise price |      | Average
Remaining
Life (years) |      | Number |            | Weighted average exercise price
|-------------------- |  | ---------- |  | ------------------------------- | ---- | ------------------------------ | ---- | ------ | ---------- | -------------------------------
|$.01                 |  | 4,450,000  |  | $                               | 0.01 |                                | 6.49 |        | 4,450,000  |                                
|$.05                 |  | 1,000,000  |  |                                 | 0.05 |                                | 3.00 |        | 55,556     |                                
|$.10                 |  | 425,000    |  |                                 | 0.10 |                                | 4.17 |        | 425,000    |                                
|$.15                 |  | 6,349,999  |  |                                 | 0.15 |                                | 5.72 |        | 6,349,999  |                                
|$.28                 |  | 411,400    |  |                                 | 0.28 |                                | 4.63 |        | 411,400    |                                
|                     |  | 12,636,399 |  | $                               | 0.10 |                                | 4.24 |        | 11,691,955 |                                



29

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6.

Income Taxes



The tax effects of the primary temporary differences giving rise to the Company's net deferred tax assets and liabilities at September 30, 2004 and 2003 are summarized as follows:



|                                           | 2004 
|------------------------------------------ | -----
|                                           | State
|Deferred Tax Asset                         |      
|Accrued expenses and deferred compensation | $    
|NOL Carryforward                           |      
|Total                                      |      
|                                           |      
|Less Valuation Allowance                   |      
|Net Deferred Tax Asset                     | $    



|                                           | 2003 
|------------------------------------------ | -----
|                                           | State
|Deferred Tax Asset                         |      
|Accrued expenses and deferred compensation | $    
|NOL Carryforward                           |      
|Total                                      |      
|                                           |      
|Less Valuation Allowance                   |      
|Net Deferred Tax Asset                     | $    



The Company, based upon its history of losses during its development stage and management's assessment of when operations are anticipated to generate taxable income, has concluded that it is more likely than not that none of the net deferred income tax assets will be realized through future taxable earnings and has established a valuation allowance for them.



The Company has available federal net operating loss carry forwards of $4,323,050, which expire at various dates through the year 2024.  The Company has available state net operating loss carry forwards of $2,456,799, which expire at various dates through the year 2014.



The difference between the statutory tax rate and Company's effective tax rate is summarized as follows:



|                                           |          | Years ended September 30,
|------------------------------------------ | -------- | -------------------------
|                                           |          | 2004                     
|Statutory federal income tax rate          | (34.00)% |                          
|State income taxes, net of Federal benefit | (8.84)%  |                          
|                                           |          |                          
|Change in valuation allowance              | 42.84%   |                          



|    |       |  |       | 
|--- | ----- |  | ----- | 
|Tax | 0.00% |  | 0.00%



The valuation allowance increased by $1,219,034 and increased by $478,184 during the years ended September 30, 2004 and 2003, respectively.  The deferred income tax benefit of the loss carryforward is the only significant deferred income tax asset or liability of the Company and has been offset by a valuation allowance since management does not believe the recoverability of this deferred tax asset during the next fiscal year is more likely than not.  Accordingly, a deferred income tax benefit for the year ended December 31, 2004 has not been recognized in these financial statements.



30

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7.

Related Party Transactions



A major shareholder provided legal services to the Company.  The charges for such legal services amounted to approximately $152,000 and none for the years ended September 30, 2004 and 2003, respectively.  Approximately $57,000 was due this shareholder at September 30, 2004.



Two directors provided marketing and business consulting services to the Company.  The charges for such marketing and business consulting services amounted to $57,200 and $9,300 for the year ended September 30, 2004 and 2003 respectively.  Amounts due these directors amounted to $49,200 and $25,400 at September 30, 2004 and 2003, respectively and are included in accounts payable and accrued expenses.



8.

Commitments



On February 28, 2004, the Company entered into an operating lease for its office space in San Francisco expiring in February 28, 2006 which was amended in July 2004 and February 2005 to add space and extend the term to August 31, 2008.  The lease requires minimum lease payments as follows:



|Years ending September 30,    |   |        
|----------------------------- | - | -------
|2004                          | $ | 10,726 
|2005                          |   | 34,656 
|2006                          |   | 43,356 
|2007                          |   | 45,454 
|2008                          |   | 43,320 
|                              |   |        
|Future minimum lease payments | $ | 177,512



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9.

Notes Payable



Notes payable to related parties are due to five principal shareholders or to entities controlled by the principal shareholders.  The related party notes payable consist of the following at September 30:



|                                                                                                                                                               | 2004 |           | 2003
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | --------- | ----
|8% per annum convertible promissory notes due and payable on February 28, 2005.  The notes are secured by substantially all of the assets of the Company.      | $    | 175,500   |     
|10% per annum convertible promissory note due and payable on February 28, 2005.  This note is secured by substantially all of the assets of the Company.       |      | 450,000   |     
|8% per annum convertible promissory notes due and payable in January and March 2005.  The notes are secured by substantially all of the assets of the Company. |      | 225,000   |     
|Payable to SVC (pre-merger)                                                                                                                                    |      | -         |     
|Note due Chris Dieterich                                                                                                                                       |      | 5,000     |     
|Note due Lichter Weil                                                                                                                                          |      | 4,500     |     
|                                                                                                                                                               |      |           |     
|                                                                                                                                                               |      | 860,000   |     
|                                                                                                                                                               |      |           |     
|Less imputed interest                                                                                                                                          |      | (518,552) |     
|                                                                                                                                                               |      |           |     
|                                                                                                                                                               | $    | 341,448   |     



On April 30, 2004, the Company renegotiated the terms and conditions of its loan from Transfund Ventures such that the then-current indebtedness, through April 30, 2004, of approximately $450,000 would be due and payable, in full, on February 28, 2005.  The principal and any unpaid interest could be converted, at the holder's option, into common stock of the Company on a basis of $0.75 per share.  Further, Transfund received 1,000,000 warrants, having a two-choice exercise provision, with an exercise term of three (3) years.  If the exercise is "cashless", then the exercise price will be $0.60 per share.  If actual cash is paid upon exercise, then the exercise price will be $0.375 per share.  All other terms and conditions of the Transfund note will remain as originally executed.  The value of the warrants was calculated to be $328,012 using the Black-Scholes method and is being amortized over the life of the warrants.  The results for the year ended September 30, 2004 include $164,005 interest expense as amortization expense on the value of the warrants of this transaction and also includes $121,988 expense which is the value of the beneficial conversion feature of this debt.



10.

Going Concern



The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company has no established source of revenue, has experienced net operating losses of approximately $6,024,000 since inception, had a net loss of approximately $3,447,000 and a negative cash flow from operations of $652,000 for the year ended September 30, 2004, and has working capital and stockholder's deficiencies of approximately $1,022,000and $974,000, respectively, as of September 30, 2004.  These factors raise substantial doubt about the Company's



32

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ability to continue as a going concern.  Without realization of additional capital, it would be unlikely for the Company to continue as a going concern.  These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.  The Company has developed new products, has developed a sales team and is vigorously pursuing new business.  Management is also working with financiers to raise additional capital.



11.

Subsequent Events



Various notes with due dates in January and February 2005 have been extended to March 28, 2005.



During October 2004, an additional $15,000 was raised from an existing accredited investor via convertible debentures payable January 28, 2005, bearing 8% interest.  These debentures may be converted into common stock of the Company, at the election of the holder, at anytime in the ensuing 6-month period, utilizing a conversion ratio of $0.30 per share.  These debentures also entitled the investor to warrants to purchase an additional 83,333 shares of the Company's common stock at an exercise price of $0.30 per share.  The warrants have an exercise period of 3 years.



During October 2004 $5,000 was raised via private placement.  The investor in this placement acquired 10,000 shares at a price of $.30 per share.



During November 2004 an additional $50,000 was raised via private placement.  The investor in this placement acquired, for $0.30, one share of stock and 1 warrant allowing for exercise within 9 months of investment at $0.30 per share.  166,666 shares were issued under this placement.



Also during November 2004, an additional $50,000 was raised from existing accredited investors via convertible debentures payable March 21, 2005, bearing 8% interest.  These debentures may be converted into common stock of the Company, at the election of the holder, at anytime in the ensuing 6-month period, utilizing a conversion ratio of $0.30 per share.  These debentures also entitled the investor to warrants to purchase an additional 166,666 shares of the Company's common stock at an exercise price of $0.30 per share.  The warrants have an exercise period of 3 years.



On January 11, 2005 the Company concluded a loan agreement and credit facility with an existing accredited investor of $400,000 for convertible debentures payable two years after draw-down, bearing 12% interest.  The debentures and any accrued interest may be converted into common stock of the Company at the election of the holder at anytime utilizing a conversion ration of $.233 per share.  These debentures also entitle the investor to 562,500 shares of restricted common stock as consideration for establishing the credit facility.  These restricted shares were issued at $.20 per share for a total of $112,500.  As of March 7, 2005 the entire credit facility has been drawn down.



The company announced on February 1, 2005 that Grant Bettingen, Inc., a highly respected investment bank focused on growth companies, has agreed to provide SVC investment banking, market-making and other services to the company as it executes on its plan to be the market and technology leader in electronic and wireless payment systems, digital rights management and pre-paid stored-value cards.



During March 2005, an additional $50,000 was raised from existing accredited investors via convertible debentures payable June 30, 2005, bearing 8% interest.  These debentures may be converted into common stock of the Company, at the election of the holder, at anytime in the ensuing 6-month period, utilizing a conversion ratio of $0.30 per share.  These debentures also entitled the investor to warrants to purchase an additional 166,666 shares of the Company's common stock at an exercise price of $0.30 per share.  The warrants have an exercise period of 3 years.



33

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During the three months ended December 31, 2004, 123,829 shares were issued to contractors and vendors in settlement of services totaling $47,499.



ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS



On June 21, 2004, the Company filed a Form 8-K announcing that it had changed it auditors.  The company also filed the amended Form 8-K on August 9, 2004.



a) Previous independent accountants



(i) Effective June 15, 2004, SVC Financial Services, Inc. ("Registrant"), confirmed with its auditors, Lichter, Weil & Associates ("Lichter"), that the firm would no longer be representing the Registrant as its accountants. As of that date, the Company informed Lichter that they were dismissed as the Company's auditors.



(ii) Lichter, Weil and Associates last reported on Registrant's financial statements on December 23, 2002. Registrant's financial statements for the fiscal year ended September 30, 2002, as audited by Lichter, included an independent auditor's report containing an explanatory paragraph describing the uncertainty as to the Company's ability to continue as a going concern.



(iii) The change of independent accountants was ratified by the Board of Directors of SVC Financial Services, Inc. on December 18, 2003, but could not be confirmed with them until June 15, 2004 because they had relocated from their former address without notifying the Company.  As a result, the Company did not file the required 8K until June 21, 2004.



(iv) During SVC Financial Services' two most recent fiscal years and the subsequent interim period through June 15, 2004, there were no disagreements with Lichter on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved, to Lichter's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report.  However, Lichter's reports on the Company's consolidated financial statements for the year ended September 30, 2001 contained an explanatory paragraph describing the uncertainty as to the Company's ability to continue as a going concern.  Registrant's financial statements for the fiscal year ended September 30, 2002, as audited by Lichter, also included an independent auditor's report containing an explanatory paragraph describing the uncertainty as to the Company's ability to continue as a going concern.



(v) During the two most recent fiscal years and the subsequent interim period through June 15, 2004, there have been no reportable events (as defined in Regulation S-B Item 304(a)(1)(v)).

(a) During the previous two fiscal years and the subsequent interim period through June 15, 2004, Lichter did not advise SVC Financial Services that the internal controls necessary for the registrant to develop reliable financial statements do not exist.



(b)  During the previous two fiscal years and the subsequent interim period through June 15, 2004, Lichter did not advise SVC Financial Services that any information had come to their attention which had led them to no longer be able to rely on management's representation, or that had made Lichter unwilling to be associated with the financial statements prepared by management.



(c)  During the previous two fiscal years and the subsequent interim period through June 15, 2004, Lichter did not advise SVC Financial Services that the scope of any audit needed to be expanded significantly or that more investigation was necessary.



(d)  During the previous two fiscal years and the subsequent interim period through June 15, 2004, Lichter did not advise SVC Financial Services that there was any information which the accountants concluded would materially impact the fairness and reliability of either (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date



34

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of the most recent financial statements covered by an audit report (including information that, unless resolved to the accountant's satisfaction, would prevent it from rendering an unqualified audit report on those financial statements.



(b) New independent accountants



The Registrant engaged Weinberg & Company PA ("Weinberg") as its new independent accountant on December 18, 2003. Prior to December 18, 2003 the Registrant had not consulted with Weinberg regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's consolidated financial statements, and no written report or oral advice was provided to the Registrant by Weinberg concluding there was an important factor to be considered by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-B and the related instructions to Item 304 of Regulation S-B, or a reportable event, as that term is defined in Item 304(a)(1)(iv) of Regulation S-B.  Prior to the engagement of Weinberg, the Company attempted to contact Lichter and notify it of discharge. The registrant was unable to locate Lichter until June 9, 2004. On June 9, 2004, Weinberg sent a request to Lichter (Exhibit 16.2). Weinberg did not receive any response to its request.



On January 9, 2005, the Company filed a Form 8-K announcing that it had changed it auditors.



(a) Previous independent accountants



(i) Effective January 9, 2005, SVC Financial Services, Inc. ("Registrant", "SVC" or the "Company"), confirmed with its auditors, Weinberg & Co. ("Weinberg"), that the firm would no longer be representing the Registrant as its accountants. As of that date, Registrant informed Weinberg that Weinberg was dismissed as the Registrant's accountants.



(ii) Weinberg last reported on Registrant's financial statements as of August 17, 2004 (for the fiscal year ended September 30, 2003). Registrant's financial statements for the past two years, as audited by Weinberg and Lichter, Weil & Associates, included independent auditor's reports containing explanatory paragraphs describing the uncertainty as to the Company's ability to continue as a going concern.



(iii) The change of independent accountants was ratified by the Board of Directors of Registrant on January 9, 2005.



(iv) During Registrant's two most recent fiscal years and the subsequent interim period through January 9, 2005, there were no disagreements with Weinberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved, to Weinberg's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report.  However, Weinberg's reports on the Company's consolidated financial statements contained an explanatory paragraph describing the uncertainty as to the Company's ability to continue as a going concern.



(v) During the two most recent fiscal year and the subsequent interim period through January 9, 2005, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).



(a) During the previous two fiscal years and the subsequent interim period through January 9, 2005, Weinberg did advise Registrant that the internal controls necessary for the registrant to develop reliable financial statements do not exist.



(b)  During the previous two fiscal years and the subsequent interim period through January 9, 2005, Weinberg did not advise Registrant that any information had come to their attention which had led them to no longer be able to rely on management's representation, or that had made Weinberg unwilling to be associated with the financial statements prepared by management.



35

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(c)  During the previous two fiscal years and the subsequent interim period through January 9, 2005, Weinberg did advise Registrant that the scope of any audit needed to be expanded significantly and that more investigation was necessary.



(d)  During the previous two fiscal years and the subsequent interim period through January 9, 2005, Weinberg did not advise Registrant that there was any information which the accountants concluded would materially impact the fairness and reliability of either (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report (including information that, unless resolved to the accountant's satisfaction, would prevent it from rendering an unqualified audit report on those financial statements.



(vi) The Registrant has requested that Weinberg furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated January 21, 2005, is filed as Exhibit 16.1 to this Form 8-K.



(b) New independent accountants



The Registrant has engaged Pohl, McNabola, Berg & Company ("PMB") as its new independent accountant on January 9, 2005. Prior to January 9, 2005 the Registrant had not consulted with PMB regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's consolidated financial statements, and no written report or oral advice was provided to the Registrant by PMB concluding there was an important factor to be considered by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.





ITEM 8A.    CONTROLS AND PROCEDURES



The Company could not timely file its Annual Report Form 10-KSB for the year ended September 30, 2004 due to reasons that could not be eliminated without unreasonable effort or expense, namely lack of financial resources to hire adequate staffing.  The Company hired a very experienced Chief Financial Officer on March 1, 2005 who is taking steps to ensure that all future filings are on a timely basis.



We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our chief executive officer and chief financial officer have evaluated our disclosure controls and procedures at the end of the year included in the filing of this annual report of Form 10-KSB and have determined that such disclosure controls and procedures are effective.



There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.



INFORMATION RELATING TO THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS



The purpose of the Audit Committee is to assist the Board of Director in the oversight of the integrity of the consolidated financial statements of the Company, the Company's compliance with legal and regulatory matters, the independent auditor's qualifications and independence, and the performance of the Company's independent auditors.



36

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The primary responsibilities of the Audit Committee are set forth in the charter, and include various matters with respect to the oversight of the Company's accounting and financial reporting process and audits of the consolidated financial statements of the Company on behalf of the Board of Directors.  The Audit Committee also selects the independent certified public accountants to conduct the annual audit of the consolidated financial statements of the Company; reviews the proposed scope of the audit; reviews accounting and financial controls of the Company with the independent public accountants and financial accounting staff; and reviews and approves transactions between the Company and its directors, officers, and their affiliates.



Due to the limited number of Board Members, the entire board of directors is acting as a small business issuer's audit committee as specified in section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B).



PART III



ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH



SECTION  16(a) OF THE EXCHANGE ACT



The table below lists, as of September 30, 2004 the names of the Directors and Executive Officers of the Company. The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual Shareholders' Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company. The Executive Officers serve at the pleasure of the Board of Directors. All Directors and Executive Officers are residents and citizens of the United States.



Directors and Executive Officers



|NAME              | POSITION               | HELD POSITION SINCE | 
|----------------- | ---------------------- | ------------------- | 
|Len Hartkemeier   | Director               | September 12, 2003  | 
|Harvey Bornstein  | Director               | September 12, 2003  | 
|Christopher Haigh | President/CEO/Director | September 12, 2003  | 
|M. Yaqub Mirza    | Director               | September 12, 2003  | 
|Inder Singh       | Director               | September 12, 2003  | 



Len Hartkemeier, 56, has worked full time as a consultant for Hartkemeier and Company, Inc. for over 20 years.  In this capacity, he has advised many young companies in the development of their business plans, corporate goals, marketing plans, financial structure, employee needs, and potential sources of financing.  He has also performed due diligence for clients looking for investments.  He also assists small and large companies in strategic planning.  Such client companies have included ventures involved with digital signage, natural beverages, movie distribution, and efficient energy production.  Previously, Mr. Hartkemeier was a stockbroker with the Beverly Hills offices of Smith, Barney, Harris, Upham & Co. and Sutro & Co where he specialized in portfolio structuring, municipal bond sales, and tax advantaged investments for very high net worth clients.  Mr. Hartkemeier is a graduate of the University of California, Los Angeles where he received a bachelor's degree and completed graduate studies in Economics.  He resides in Malibu, California.



Christopher Haigh,  54,  is currently the President of the Tyburn Group, which provides marketing and management services to entertainment and communications companies, since 1986.  Mr. Haigh has been creative director and department head at Transcom Software and an executive at MSH Entertainment from 1996 to 1999.  During 2000, he led marketing initiatives at ePIT systems and Chuckwalla.  He has founded two companies: East End



37

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Communications in 1981 and eCurator.com in 1999.  He is a graduate of Oxford University and the Central School of Drama in London.



M. Yaqub Mirza, 57.  Dr. Mirza has served as a director of Linuxworks, Inc. since 1992.  Since June 1998, Dr. Mirza served as President and Chief Executive Officer of Sterling Management Group, a business development and management consulting services company.  Since March 1995, Dr. Mirza has served as President and Chief Executive Officer of MarJac Investments, an international investment firm, and served as it Executive Vice-President from April 1997 to March 1995.  Dr. Mirza also serves as Chairman of the Board of Directors of Jugos Concentrados, a Chilean manufacturer of juice concentrates and as Trustee and Chairman of Amana Mutual Funds Trust.  Dr. Mirza holds a B.S. in Physics and Mathematics from the University of Punjab, Pakistan, a M.S. in Physics from the University of Karachi, Pakistan and a Ph.D. in Physics and M.A. in Teaching Science from the University of Texas at Dallas.



Inder Singh, 59. Mr. Singh is Chairman, CEO and President of LynuxWorks.  Mr. Singh founded and served as Chief Executive Officer  of Excelan, a local area network, or LAN, company from May 1982 to April 1985.  In April 1997, Mr. Singh co-founded Kalpana, a Lan switch company.  Mr. Singh currently serves as Chairman and President of the Embedded Linux Consortium.  Mr. Singh holds a B.S. in Electrical Engineering from the Indian Institute of Technology, Delhi, India, an M.S. in Electrical Engineering and Computer Science from Polytechnic Institute of New York and a Ph.D. in computer science from Yale University.



Harvey Bornstein, 65, has been the owner of Bornstein & Associates from 1985 to the present and has served continuously as its Chief Executive Officer.  The Company provides management consulting and financial guidance to small, rapidly-growing high-technology companies.  Mr. Bornstein graduated from the University of Southern California in 1963 with a B.S. in Finance and Real Estate.



Involvement in Certain Legal Proceedings



None.



Family Relationships



There are no family relationships between any of the officers and/or directors.



Section 16(a) Beneficial Ownership
Reporting Compliance





Section 16(a) of the Securities Exchange
Act of 1934 requires the Company's executive officers, directors and persons
beneficially owning more than 10% of the Company's common stock to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission. The Company has undertaken an extensive review of the Section 16(a)
reports filed on behalf of each person subject to Section 16(a) prior to
September 30, 2004, to determine whether all of their reportable transactions in
the Company's common stock were timely reported and to ensure proper reporting
of all of their beneficial holdings. The review revealed that most, if not all,
transactions were timely reported and the
Company will undertake to assist the subject persons to file the necessary
forms in the future. The Company has also developed new procedures to ensure improved
compliance with Section 16(a) on an on-going basis.



Based solely on copies of such forms
furnished as provided above, to the Company's knowledge all reports required
under Section 16(a) during the most recent fiscal year or prior years has
filed a Form 3.



Audit Committee Financial Expert



The entire Board of Directors of SVC
Financial Services, Inc. serves as the Company's Audit Committee.  As of
September 30, 2004, our Board of Directors has designated one audit committee financial
expert as that term is defined in Item 401(e)(2) of Regulation S-B. 
Charles L. Nuzum serves as the audit committee financial expert for the Company. 
Nuzum is not an independent director.



Code of Ethics



We have adopted a "Code of Ethics for
Directors, Officers and Employees", a code of ethics that applies to all
employees, including our executive officers. A copy of our Code of Ethics for
Directors, Officers and Employees is filed with the Securities and Exchange
Commission as Exhibit 14.1 to this annual report. In the event that we make any
amendments to, or grant any waivers of, a provision of the Code of Ethics for
Directors, Officers and Employees that applies to the principal executive
officer, principal financial officer, or principal accounting officer that
requires disclosure under applicable SEC rules, we intend to disclose such
amendment or waiver and the reasons therefore on a Form 8-K or on our next
periodic report.



ITEM 10.     EXECUTIVE COMPENSATION



The Company has a contract with the Tyburn Group to provide Christopher Haigh, an employee of Tyburn Group, as the Chief Executive Officer of the Company.  The contract provides for  $225,000 of current and deferred compensation Haigh as well as options for 1,000,000 shares of the Company at an exercise price of $.05 per share.



The Company has no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's Directors or Executive Officers. The Company has no stock option or other long-term compensation program.



During fiscal 2004, no funds were set aside or accrued by the Company to provide pension, retirement or similar benefits for Directors or Executive Officers.



The Company has no plans or arrangements in respect of remuneration received or that may be received by Executive Officers of the Company in Fiscal 2004 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.



The Company's only written employment agreements is that with the Tyburn Group mentioned above.



Other than that disclosed above, no compensation was paid during Fiscal 2003 to any of the officers or directors of



38

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the Company to the extent that they were compensated in excess of $60,000.



Summary Compensation Table



|Name and Principal Position
(a) | Year
(b) | Annual Compensation | Long-Term Compensation | All Other Compensation
($)  (i)   |                                  
|------------------------------- | -------- | ------------------- | ---------------------- | --------------------------------- | ---------------------------------
|                                |          | Salary

($) (c)     | Bonus

($) (d)         | Other Annual Compensation
($) (e) | Awards                           
|                                |          |                     |                        |                                   | Restricted Stock Award(s)
($) (f)
|William Doehne                  | 2004     | 0                   | 0                      | 0                                 | 0                                
|Former President                | 2003     | 0                   | 0                      | 0                                 | 0                                
|                                | 2002     | 15,000              | 0                      | 0                                 | 0                                
|Christopher Haigh               | 2004     | 225,000             | 0                      | 0                                 | 0                                
|President/CEO/Director          | 2003     | 37,500              | 0                      | 0                                 | 0                                
|                                | 2002     | 0                   | 0                      | 0                                 | 0                                
|M. Yaqub Mirza                  | 2004     | 0                   | 0                      | 0                                 | 0                                
|Director                        | 2003     | 0                   | 0                      | 0                                 | 0                                
|                                | 2002     | 0                   | 0                      | 0                                 | 0                                
|Inder Singh                     | 2004     | 0                   | 0                      | 0                                 | 0                                
|Director                        | 2003     | 0                   | 0                      | 0                                 | 0                                
|                                | 2002     | 0                   | 0                      | 0                                 | 0                                
|Harvey Bornstein                | 2004     | 0                   | 0                      | 0                                 | 0                                
|Director                        | 2003     | 0                   | 0                      | 0                                 | 0                                
|                                | 2002     | 0                   | 0                      | 0                                 | 0                                
|Len Hartkemeier                 | 2004     | 0                   | 0                      | 0                                 | 0                                
|Director                        | 2003     | 0                   | 0                      | 0                                 | 0                                
|                                | 2002     | 0                   | 0                      | 0                                 | 0                                
|Coya Cady                       | 2004     | 0                   | 0                      | 0                                 | 0                                
|Former Secretary/Treas.         | 2003     | 0                   | 0                      | 0                                 | 0                                
|                                | 2002     | 12,500              | 0                      | 0                                 | 0                                



ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The Registrant is a publicly owned corporation, the shares of which are owned by United States residents. The Registrant is not controlled directly or indirectly by another corporation or any foreign government.



The tables below lists, as of September 30, 2004, all persons/companies the Registrant is aware of as being the beneficial owner of more than five percent (5%) of the common stock of the Registrant.



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Shareholdings of Directors and Executive Officers and 5% Holders

(As of September 30, 2004)



|NAME                               | POSITION HELD | SHARES OWNED | PERCENTAGE
|---------------------------------- | ------------- | ------------ | ----------
|Singh, Inder*                      | Director      | 7,003,034    | 22.76%    
|Denoff, Douglas                    |               | 4,000,000    | 13.00%    
|Perdue, W.L.                       |               | 4,000,000    | 13.00%    
|Mirza, Yaqub*                      | Director      | 3,250,310    | 10.56%    
|Gold, Robert                       |               | 2,634,000    | 8.56%     
|Haigh, Christopher                 | Director, CEO | 563,978      | 1.83%     
|Hartkemeier, Leonard D.            | Director      | 155,455      | 0.51%     
|Bornstein, Harvey W.               | Director      | 155,454      | 0.51%     
|Officers and Directors as a group: |               | 11,128,231   | 36.17%    



* Includes
shares beneficially owned by these shareholders, directly and indirectly



ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



In September 2003 the Company sold ninety-five percent (95%) of its wholly owned subsidiary, Contractor's Directory, Inc. to the former CEO of the Company for $5,000 and assumption of all corporate debts related to Contractor's Directory, Inc.



A major shareholder provides legal services to the Company. The charges for such legal services amounted to approximately $152,000 and none for the years ended September 30, 2004 and 2003 respectively.  Approximately $57,000 was due this shareholder at September 30, 2004.



Two directors provide marketing and business consulting services to the Company. The charges for such marketing and business consulting services amounted to $57,200 and $9,300 for the nine months ended September 30, 2004 and 2003 respectively. Amounts due these directors amounted to $49,200 and $25,400 at September 30, 2004 and 2003, respectively and are included in accounts payable and accrued expenses.



ITEM 13.    PRINCIPAL ACCOUNTING FEES AND SERVICES.

Amounts billed by Pohl, McNabola, Berg & Company, LLP  total $81,500 which is $65,000 related to the annual financial statement audit and $16,500 related to reviews of quarterly financial statements filed in the reports on Form 10-Q.  No tax, consulting or other services were provided.



ITEM 14.    EXHIBITS AND REPORTS ON FORM 8-K



(a) The following documents are filed as part of this report:



I.



1.     Index to Financial Statements



2 .    Independent Auditors' Reports



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3.     Consolidated Balance Sheets at September 30, 2004 and 2003



4.     Consolidated Statement of Loss and Accumulated Deficit for the years ended September 30, 2004 and 2003

5.     Consolidated Statement of Cash Flows for the years ended September 30, 2004 and 2003 and the period from August 23, 1999 (inception) to September 30, 2004

6.     Statement of Statement of Changes in Stockholders' Equity for the years ended September 30, 2004 and 2003 and period from August 23, 1999 (inception) to September 30, 2004



7.     Notes to Financial Statements



II.     Financial statement schedules required to be filed by Item 8 and paragraph (d) of this Item 13:



All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.



III. The exhibits are listed in the index of exhibits



(c) The index of exhibits



|14.1 | Code of Ethics                                                 
|---- | ---------------------------------------------------------------
|31.1 | Rule 13a-14a/15d-14(a) Certification of Chief Executive Officer
|31.2 | Rule 13a-14a/15d-14(a) Certification of Chief Financial Officer
|32.1 | Section 1350 Certification of Chief Executive Officer          
|32.2 | Section 1350 Certification of Chief Financial Officer          



SIGNATURES



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



SVC Financial Services, Inc.,

a Colorado corporation



Date:  March  28, 2005



By: /s/ Christopher Haigh

Christopher Haigh, President and Director



By:/s/ Charles L. Nuzum

Charles L. Nuzum, Chief Financial Officer



By:  /s/  Len Hartkemeier

Len Hartkemeier, Director



By: /s/ Harvey Bornstein

Harvey Bornstein, Director



By: /s/ M. Yaqub Mirza

M. Yaqub Mirza, Director



By : /s/ Inder Singh

Inder Singh, Director



41

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CERTIFICATION                                                      Exhibit 31.1



I, Christopher Haigh, certify that:



1.   I have reviewed this annual report on Form 10-K of SVC Financial Services, Inc.;



2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to  the year covered by this report;



3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the years presented in this report;



4.   The registrant's other certifying officer and I, are responsible for establishing and maintaining disclosure controls and

procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:



(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the year in which this report is being prepared;



(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the year covered by this report based on such evaluation; and



(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors;

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.



Date: March  28, 2005



/s/ Christopher Haigh

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

Christopher Haigh

Chief Executive Officer

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CERTIFICATION                                                      Exhibit 31.2



I, Charles L. Nuzum, certify that:



1.   I have reviewed this annual report on Form 10-K of SVC Financial Services, Inc.;



2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the year covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the years presented in this report;



4.   The registrant's other certifying officer and I, are responsible for establishing and maintaining disclosure controls and

procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:



(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the year in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the year covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors;

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date: March  28, 2005



/s/ Charles L. Nuzum

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

Charles L. Nuzum

Chief Financial Officer

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Exhibit 32.1



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350  AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of SVC Financial Services Inc. (the "Company") on Form 10-K for the period ending September 30, 2004 accompanying this certification and filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher Haigh, Chief Executive Officer of the Company, certify, to the best

of my knowledge, pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. ss. 1350, that:



1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: March 28, 2005

/s/ Christopher Haigh

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

Christopher Haigh

Chief Executive Officer

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Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of SVC Financial Services, Inc. (the "Company ") on Form 10-K for the period ending September 30, 2004 accompanying this certification and filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Charles L. Nuzum, Chief Financial Officer of the Company,



1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: March 28, 2005



/s/ Charles L. Nuzum

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

Charles L. Nuzum

Chief Financial Officer