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

FORM 10-KSB

(MARK ONE)
x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 
OF 1934
 
For the fiscal year ended June 30, 2005
   
¨
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________

Commission File Number 333-59114

TIME LENDING, CALIFORNIA, INC.
(Name of small business issuer in its charter)

NEVADA
33-0730042
-------------------------------
-------------------
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
   
1040 E. Katella Avenue, Suite B1, Orange, California
92867
----------------------------------------------------
----------
(Address of principal executive offices)
(Zip Code)

Issuer's telephone number (including area code): (714) 288-5901

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

None
--------------------------------------
(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 registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes x No ¨

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

The registrant's revenues for its most recent fiscal year were
$4,478,534.

The aggregate market value of the voting common equity held by non-affiliates of
the registrant computed by reference to the closing sale price of the common
stock at $0.17 per share as of September 15, 2005 was $474,186.

The number of shares outstanding of the registrant's only class of common stock,
$0.001 par value per share, was 23,137,328 as of September 15, 2005.
The registrant has no outstanding non-voting common equity.

DOCUMENTS INCORPORATED BY REFERENCE

None



TABLE OF CONTENTS
 
     
PART 1
     
Item 1.
Description of Business
2
     
Item 2.
Description of Property
7
     
Item 3.
Legal Proceedings
7
     
Item 4.
Submission of Matters to a Vote of Security Holders
7
     
     
PART II
     
Item 5.
Market for Common Equity, Related Stockholder Matters and
 
 
Small Business Issuer Purchases of Equity Securities
7
     
Item 6.
Management's Discussion and Analysis or Plan of Operation
8
     
Item 7.
Financial Statements
13
     
Item 8.
Changes in and Disagreements with Accountants on Accounting
 
 
and Financial Disclosure
24
     
Item 8A.
Controls and Procedures
25
     
Item 8B.
Other Information
25
     
     
PART III
     
Item 9.
Directors and Executive Officers of the Registrant
25
     
Item 10.
Executive Compensation
26
     
Item 11.
Security Ownership of Certain Beneficial Owners and
 
 
Management and Related Stockholder Matters
28
     
Item 12.
Certain Relationships and Related Transactions
29
     
Item 13.
Exhibits
30
     
Item 14.
Principal Accountant Fees and Services
30














 






- 1 -


PART I

ITEM 1. DESCRIPTION OF BUSINESS.

General
-------
We, Time Lending, California, Inc. ("we", “Time Lending” or the "Company"),
are engaged through our three divisions in the real estate sales and loans (mortgages),
managementand direct mailing for mortgage companies and similar real estate related
businesses. Time Lending is a real estate and mortgage company, which offers
different products and services for each business. The real estate business is
primarily a service business where the real estate broker or agent provides all
of the services necessary to a home buyer or seller to insure satisfactory
completion of the intended real estate transaction.

Time Lending's mortgage division provides many services to the mortgage
applicant, including how much the borrower may qualify for and afford in terms
of mortgage payment, insurance and taxes, providing loan programs agreeable to
the borrower and assisting with the mortgage application and all other
documentation to insure a timely close. We are a mortgage broker, not a lender.
Mr. Pope, our President, is the broker and officer for the Company, and he holds
a corporate officer broker license with the California Department of Real Estate.
this is the type of license the lending institutions require us to have to submit
loans as a broker.

Time Lending's direct mail marketing division is a full service direct
mail marketing service which prints and mails mortgage solicitations to
potential home borrowers on behalf of mortgage companies to generate mortgage
leads to help them increase their mortgage business.

Our principal executive offices are located at 1040 East Katella
Avenue, Suite B1, Orange, California 92867 and our phone number is (714)
288-5901.
 
Organization
------------

Our Company was organized under the laws of the state of California on
November 5, 1996 as Renet Services, Inc. The name was changed to Time Lending,
California, Inc. on August 4, 1998 and we reincorporated in the state of Nevada
in December, 2000 by merging with Time Lending, California, Inc., a Nevada
corporation. Time Lending, California, Inc. was formerly the wholly-owned
subsidiary of Time Financial Services, Inc., a Nevada public company. A share
exchange agreement was signed between Time Financial Services, Inc. and
Interruption Television, Inc., a company which has a high growth potential as a
supplier of television content to the television markets of Asia, pursuant to
which the share exchange transaction was completed on July 20, 2000. As a part
of that transaction, Time Lending California, Inc. was sold to the management
(Messrs. Pope and La Puma) and all Time Financial Services, Inc. shares held by
Time Lending, California, Inc. were cancelled. Time Lending was the wholly owned
subsidiary of Time Financial. Time Lending was the operating company with all
income and operations occurring within Time Lending for Time Financial.

Mr. Pope was President and a Director and Mr. La Puma was the CFO and a
Director of Time Financial up to July 20, 2000 when they resigned. They held the
same positions in Time Lending and remain so.

 

 








- 2 -


Business Overview
-----------------

Time Lending is a real estate and mortgage company, which offers
different products and services for each business. The real estate business is
primarily a service business where the real estate broker or agent provides all
of the services necessary to a home buyer or seller to insure satisfactory
completion of the intended real estate transaction.

The services Time Lending provides to a home buyer include, an initial
consultation with the buyer to evaluate the financial aspects of the home
purchase to determine how much the buyer can afford in terms of home price,
mortgage payment, taxes, insurance, down payment and any other financial
requirements of the home purchase. Other services include showing the buyer
homes in his price range, negotiating a contract, with price and terms with the
seller, opening escrow, helping with the mortgage application process and
insuring a timely and satisfactory close of the home purchase.

When Time Lending represents a home seller, some of the main services
include an initial consultation to determine the home valuation, financial
structure of the transaction and length of escrow the seller will require. Time
Lending will list a property in a multiple listing service, advertise and
provide signage to expose the property to as many home buyers as possible. Time
Lending also negotiates the contract on the seller's behalf, participates in the
escrow process and works to insure a timely and satisfactory close of the home
sale.

Time Lending's mortgage division provides many services to the mortgage
applicant, including how much the borrower may qualify for and afford in terms
of mortgage payment, insurance and taxes, providing loan programs agreeable to
the borrower and assisting with the mortgage application and all other
documentation to insure a timely close.

Time Lending is a mortgage broker, not a lender. Time Lending does not
lend its own money or use bank warehouse facilities, but rather operates a
broker with various lending institutions, and does not act as an agent for these
lenders. The mortgage programs provided by the institutions are priced on a
wholesale system allowing the mortgage broker to add his fee or commission and
still offer very competitive interest rates and fees to the borrower. Time
Lending's broker approval with specific lenders is not an agency agreement. Time
Lending may submit loans to a lender for underwriting. The lender approves or
disapproves the loan. Time Lending has no ability to approve or disapprove a
loan for a lender.

Mr. Pope is the broker-officer for Time Lending and holds a corporate
officer broker license with the California Department of Real Estate. This is
the type of license the lending institutions require Time Lending to have to
submit loans as a broker. Mr. Pope has no personal relationship with these
companies and thus no conflict of interest exists.

Time Lending's direct mail marketing division (d.b.a.: Signature Marketing)
is a full service direct mail marketing service which prints and mails mortgage
solicitations to potential home borrowers on behalf of mortgage companies to generate
mortgage leads to help them increase their mortgage business. We do not have any
agreements with mortgage companies to provide them with direct mail marketing.
Typically, a mortgage service company would order a mailing and pay for it upon
the order. The direct mail segment generates revenues on a per mailing or per
job basis. Each mailing is paid in advance and includes printing of the mailing
piece, imprinting an address and taking the batch to the post office for
mailing. All mailings are made out of the Orange, California post office and may
be sent to any state. Additional revenues are generated through the sale of
address list obtained from national list companies. Time Lending's mortgage
division also uses the direct mail division to increase its loan business. The
direct mail division consults with mortgage companies to determine how much mail
they need to send and what loan programs to offer, as well as what geographical
and demographic areas will provide the best results. The expanded marketing
requirements of our business plan will allow for seizing the opportunity in the
current market brought about by lower long term interest rates.

Time Lending operates as both a mortgage company and a real estate
company. In California, a real estate brokers license allows one to operate both
mortgage and real estate business under the same license. The California
Department of Real Estate regulates both mortgage and real estate brokers whose
business is solely in California. Time Lending operates exclusively in
California, therefore, a real estate brokers license is the only requirement.
Although Time Lending is not licensed by any federal agency, it must adhere to
all federal regulations including the federal fair housing law such as The Fair
Housing Amendments Act of 1988), Truth in Lending Act, Consumer Credit
Protection Act, National Housing Act, Real Estate Settlement Procedures Act, and
all other laws and regulations required by both the state and federal
government.

- 3 -


Michael Pope is the real estate broker and a corporate officer of Time
Lending. It is his responsibility to stay current with all new and ongoing
regulations and to insure that all employees are kept current on these
regulations through ongoing company training and supervision.

The real estate division has very experienced agents who are
responsible for generating their own leads. Most of this business is generated
by referrals and a limited amount of advertising.

The direct mail and list divisions maintain their competitive position
through referrals and an aggressive advertising program.

Time Lending's experienced management strives to maintain a low
overhead which allows it to be very cost competitive and always in the market.
Time Lending is able to keep fixed expenses and administrative expenses low,
because of shared use facilities including rent, equipment leases and use of
part time production employees available as needed. The major in process cost
for the lending segment is loan processing and Time Lending uses exclusively
contract processors who are paid for each loan as it closes.

Time Lending generates its loan business through the marketing efforts
of the direct mail marketing division which sends out mail pieces on behalf of
Time Lending under the DBA of Signature Marketing.


SUBSIDIARIES OF TIME LENDING

Through our operations and our three subsidiaries, we support three
major income producing segments:

Time Management Inc. is our 50% owned subsidiary; incorporated on July
27, 2000 and located in Orange, California. Time Management is a real estate
management company with Mike Pope as a broker. It currently manages no properties.

Tenth Street Inc. was incorporated in Nevada March 23, 1997 by Michael
Pope and was inactive until it was acquired by Time Lending and activated as a
subsidiary on December 20, 2000. The shares of common stock of Tenth Street,
Inc. were issued to us in consideration for payment of incorporation expenses.
Time Lending owns 50% of Tenth Street. Tenth Street is set up as the list
management company. Tenth Street plans to grow its data sales brokering business
as the Tenth Street has a minor role in the resale of data purchased from
address list companies. When there is revenue and expenses, it is included in
the direct mail segment and represents less than 1% of the total.

Time Marketing Associates Inc. was incorporated in Nevada on July 27,
2000. It is a 50% owned subsidiary of Time Lending. Its business is addressing
via computer printers, a mailing piece for mortgage lenders and brokers. Time
Marketing operates under the DBA of Signature Marketing. Through Signature
Marketing, we prepare and mail direct mail pieces for mortgage companies to
borrowers. The Time Marketing subsidiary offers direct mail product alternatives
to the primary two part snap out mailer of Time Lending under the its dba
Signature Marketing. These products must be outsourced and are rarely sold at
present. Any revenues and expense are included in the direct mail marketing
segment and represent less than 1% of the total.















 




- 4 -


REGULATION

We will be subject to regulation by numerous federal and state
governmental authorities. In California we are regulated by the California
Department of Real Estate (DRE) and have been issued a corporate brokers license
with Michael Pope as the broker-officer. The only approval required in the State
of California to become a mortgage broker is the issuance of a real estate
brokers license. The same license is required to act as a real estate agent to
assist real estate buyers and sellers and to earn brokerage fees. California
does not issue a "mortgage broker" license. A majority of those engaged in
mortgage loan brokering do so with a real estate broker license. The license
that allows the listing and sale of real property (the traditional activities
associated with a real estate broker license) is the same license that allows
the solicitation of borrowers or lenders, the negotiation of loans secured by
real property and the collection of payments on notes secured by real property.

Most lending practices fall under Federal Department of Housing and
Urban Development (HUD) authority including the mailer prepared for our mortgage
clients. If regulations are not properly followed, these authorities have the
ability of stopping the business from operating. We may be audited for
compliance at any time by the California DRE or HUD, but it usually happens upon
a consumer complaint which we have had none to date. Compliance is an important
aspect of this business.

There is no government approval required for the direct mail business.
The list companies who provide addresses to us must conform to consumer
disclosure regulations and provide the ability for consumers to be dropped from
mailing lists. The list companies also will review mailing pieces before selling
addresses when credit information is sold to make sure that if a credit
disclosure is required that it is present.

COMPETITION

The competition in each segment is as always strong, yet, we are able
to remain competitive in price and service. Management with its combined fifty
years of real estate and mortgage experience is able to respond quickly to
market shifts and provide excellent service in all areas. There is no dependence
on a single customer or product/service line. The Company is dependent on the
mortgage and real estate markets, which are now and look to remain strong over
the year, because mortgage interest rates are remaining around 6%. We believe
that year 2005 will be a strong mortgage refinance year. Our opinion is based
upon the Mortgage Banking Association publishes statistics and forecasts of
mortgage originations on a national basis on their web site www.mbaa.org. The
MBA charts show originations remaining strong for the remainder of the year then
dropping slightly near the end of the year as interest rates begin to rise as a
result of the general recovery. In our opinion, in this type of market, the
major problem is too much growth and competition for qualified employees. We do
not expect our staffing to change significantly and we do not expect to be
affected by competition for employees.

The mortgage brokerage industry is a large fragmented industry with
thousands of mortgage brokers nationally. This is similar to the real estate
market where no one broker has an advantage over another in any given regional
market. That is why advertising is important in generating sales and why direct
mail is effective in generating loan business.

The direct mail business of Time Lending concentrates on providing
mailings for small to medium sized mortgage broker of which there are many
thousands across the country. There are many direct mailers that can service
this market, but we are one of a few that consistently advertise in the mortgage
trade magazines that cater to this market nationally. Our client base reaches to
most states in the country and will grow through continued advertising that we
currently do. We also maintain competitive prices and good service.

The brokering of real estate loans is highly competitive. There are
over 73,000 brokers nationally with over 14,000 brokers in California alone. The
use of its own direct mail marketing experience enables Time to compete for
loans by targeting potential borrowers. The Time Lending also faces competition
when attempting to acquire real estate, including competition from individuals,
other investors and brokers. The real estate industry tends to be highly
competitive and fragmented. Successful competitors rely on advertising to
generate business. This is the area of Time's expertise. The marketing segment
is very competitive with hundreds of companies nationally that offer brokers
leads for loans. Time Lending uses its experience in marketing to generate its
own leads and networks with data suppliers to obtain referrals of mortgage
brokers who need to advertise to compete. The Management segment does not
compete for outside business and is dependent on the real estate purchased by
Time Lending.




- 5 -
 
RECENT DEVELOPMENTS

On July 15, 2005, Time Lending entered into a letter of intent
with Nationwide Security Mortgage Corporation ("NSM") to acquire 51% of NMS in a
share exchange transaction, subject to the Company's shareholders' approval of the
acquisition and the execution of the final agreement between the parties. The
contemplated purchase price is 2 million shares of common stock of the Company,
subject to the conditions set forth by the parties. The primary condition of the
acquisition is raising of $1 million in funds to ensure the growth of the
Company's marketing division and operations of TLC, as the Company's subsidiary.
The final agreement has not been executed yet as of the date hereof.

On August 2, 2005, the Company increased its authorized capital of common stock
to 200 million shares and provided for the authorization of 25 million preferred shares.
The amendment to the Company’s Articles of Incorporation was adopted by the majority
shareholders of the Company.


 
- 6 -


ITEM 2. DESCRIPTION OF PROPERTIES.

Our facility in Orange, California is 2100 square feet of office space
which includes the workplace for the computers and printers used for addressing
and mailing the direct mail pieces. We maintain our executive and administrative
offices in the Orange, California facility. Our lease payments in fiscal 2005
were $36,316. The facility in Orange, California is leased though January 2006. At
the end of the lease we will be moving to a facility of about 5,000 square feet with
about 2000 square feet of warehouse area for production. Cost for this expansion will be
approximately $55,000 per year.

We believe that our existing facilities are adequate to meet our current needs
and that suitable additional or alternative space will be available after January 2006.
We have no assurance that future terms would be as favorable as our current terms.

The Company has not invested in any real property at this time nor does the
Company intend to do so. The Company has no formal policy with respect
to investments in real estate or investments with persons primarily engaged in
real estate activities.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any material pending legal proceedings.


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

During the year ended June 30, 2005 and quarter ended December 31, 2004, no
matters were submitted to a vote of our common stockholders.
*
PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

PUBLIC MARKET

Our common stock trades on NASD's over-the-counter
market, the Bulletin Board under the symbol "TMIL". Our common stock
has been trading sporadically since August, 2004. As of September 15, 2005
there were 75 holders of our common stock. The closing price of our common stock
as of September 15, 2005 was $0.17 per share. As of May 20, 2005, we effected
a 4-for-1 forward stock split of our common stock. All shares and per share amounts
in the accompanying financial statements of the Company have been retroactively
adjusted to give the effects of the forward stock split.


DIVIDENDS

The Company does not expect to pay any dividends at this time. The payment of
dividends, if any, will be contingent upon the Company's revenues and earnings,
if any, capital requirements, and general financial condition. The payment of
any dividends will be within the discretion of the Company's Board of Directors
and may be subject to restrictions under the terms of any debt or other
financing arrangements that the Company may enter into in the future. The
Company presently intends to retain all earnings, if any, for use in the
Company's business operations and accordingly, the Board does not anticipate
declaring any dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES



 


- 7 -


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

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended, (the "Exchange Act)". We intend that those forward-looking
statements be subject to the safe harbors created by those sections. These
forward-looking statements generally include the plans and objectives of
management for future operations, including plans and objectives relating to our
future economic performance, and can generally be identified by the use of the
words "believe," "intend," "plan," "expect," "forecast," "project," "may,"
"should," "could," "seek," "pro forma," "goal," "estimates," "continues,"
"anticipate" and similar words. The forward-looking statements and associated
risks may include, relate to, or be qualified by other important factors,
including, without limitation:


o
our ability to achieve and maintain profitability and obtain
 
additional working capital, if required;
o
our ability to successfully implement our business plans;
o
our ability to attract and retain strategic partners and
 
alliances;
o
our ability to hire and retain qualified personnel;
o
the risks of uncertainty of real estate and mortgage markets;
o
risks associated with existing and future governmental regulation
 
to which we are subject; and
o
uncertainties relating to economic conditions in the markets in
 
which we currently operate and in which we intend to operate in
 
the future.
 
These forward-looking statements necessarily depend upon assumptions
and estimates that may prove to be incorrect. Although we believe that the
assumptions and estimates reflected in the forward-looking statements are
reasonable, we cannot guarantee that we will achieve our plans, intentions or
expectations. The forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to differ in
significant ways from any future results expressed or implied by the
forward-looking statements. We do not undertake to update, revise or correct any
forward-looking statements.

Results Of Operations

Time Lending, California, Inc. was formerly the wholly-owned, operating
subsidiary of Time Financial Services, Inc., a Nevada corporation. A share
exchange transaction pursuant to the share exchange agreement signed between
Time Financial Services, Inc. and Interruption Television, Inc., a Nevada
corporation, was completed on July 20, 2000. As a part of that transaction, Time
Lending, California, Inc. was sold to the management (comprised of Messrs. Pope
and La Puma) and all Time Financial shares held by Time Lending, California,
Inc. were cancelled.

We became independently owned on July 20, 2000 following the share
exchange transaction described above. Up to that date we were the only
operating, wholly-owned subsidiary of Time Financial Services, Inc. and all
financial statements reported by Time Financial Services, Inc. were consolidated
statements of which Time Lending, California represented 100% of the operating
activities.


 





- 8 -


Company Overview

Time Lending is engaged in business as a mortgage broker to originate
first and second loans secured by real estate through deeds of trust and
mortgages. Time Lending has three subsidiaries. Time Marketing Associates, Inc.,
a Nevada corporation, which is engaged in the business of direct mail marketing.
Time Marketing's mailing piece generates mortgage leads for mortgage broker and
lender clients across the country. Tenth Street Inc., a Nevada corporation, is
engaged in the business of brokering mailing lists for direct mail. This
business compliments Time Marketing by selling targeted mailing lists to Time
Lending and its clients.




 
 


- 9 -


Time Management Inc., a Nevada corporation, is engaged in the business
of managing real estate properties. It currently has no properties to manage.

RESULTS OF OPERATIONS

   
Fiscal Year Ended
 
   
June 30, 2003
 
June 30, 2004
 
June 30, 2005
 
   
------------
 
------------
 
------------
 
               
Total Revenues
 
$
1,461,047
 
$
3,345,405
 
$
4,478,534
 
                     
Total Expenses
 
$
1,464,346
 
$
3,350,684
 
$
4,566,693
 
                     
Net Income(Loss)
 
$
(3,299
)
$
(5,279
)
$
(88,159
)
                     
Weighted Average Stock Outstanding
   
1,350,000
   
12,766,000
   
14,433,334
 
                     
Earnings (Loss)per Share before Tax
 
$
(*
)
$
(*
)
 
(*
)
*Less than $.01
         


Time Lending's Fiscal Year Ended June 30, 2005 compared to Fiscal Year Ended
June 30, 2004 - Audited.
-------------------------------------------------------------------------------

Income. Total income increased from $3,345,405 for the fiscal year ended June
30, 2004 to $4,478,534 for the fiscal year ended June 30, 2005 up $1,133,129
representing a 33.9% growth. This increase was due to increases in revenue in our
Marketing segment.

Expenses. Expenses increased from $3,350,684 for the fiscal year ended June 30,
2004 to $4,566,693 for the fiscal year ended June 30, 2005 up $1,216,009
representing a 36.3% increase. This increase in expenses was due to increase
operating expenses due to increased direct mail production and increased
postage expenses.

Net profit (loss) before tax. The net loss for the fiscal year ended June 30,
2005 was $(88,159) a increase of $(88,159) from the $(5,279) net loss
for the fiscal year ended June 30, 2004. The reason for the increase was due
stock issued for services and compensation.

Marketing Segment. The marketing segment is the preparation and mailing of
direct mail advertising for the mortgage industry, mostly medium to small
mortgage companies. Income for the marketing segment increased $1,174,733 or
37.4% to $4,317,262 for the fiscal year ended June 30, 2005 from $3,139,495 for
the fiscal year ended June 30, 2004. The reason for the revenue increase was
increased mailing from existing clients caused by their marketing growth in the
low interest rate market. This segment should show increased growth as the
Company's marketing efforts continue to increase.

Expenses for the marketing segment. Expenses increased $1,125,653 or 36.6% to
$4,201,526 for the fiscal year ended June 30, 2005 compared to $3,075,873 for
the fiscal year ended June 30, 2004. This increase was due to increased sales
and production costs. Increased sales created increased postage for mailing,
increased sales commissions and increased direct labor required to print and
bundle the mail. New customers tend to mail lower quantities until they
experience success in generating new loans from the mailings. The cost
associated with the startup of a new customer is higher until they order higher
quantities per order.

Profit for the marketing segment. Profit contribution from the marketing segment
was $115,736 an increase of $52,114 or 81.9% for the fiscal year ended June 30,
2005 compared to the $63,622 profit for the fiscal year ended June 30, 2004.

Lending segment. This segment is the origination and brokering of real estate
loans. This requires a real estate brokers license in California. Time Lending
is so licensed with Michael F. Pope as the broker officer.
Income for the lending segment was $49,103 for the fiscal year ended June 30,
2005 a decrease of ($4,042) or (7.6%) compared $53,145 for the fiscal year
ended June 30, 2004. This was due to decreased activity by loan agents.


 


- 10 -


Expenses for the lending segment were $261,257 an increase of $100,052 or
62.1% for the fiscal year ended June 30, 2005 compared to expenses of $161,205
for the fiscal year ended June 30, 2004. The was due to decreased loan
commissions paid.

The lending segment has a loss of ($212,154)for the fiscal year ended June 30,
2005 compared to a loss of ($108,060) for the fiscal year ended June 30, 2004.
This was due to decreased loan volume and increased commission paid. This segment
Is expected to be changed with the acquisition of Security National Mortgage, Inc.
The Company anticipates that it will likely become a profitable segment with the
increased loan volume.

Management segment. This segment is the revenue and expenses associated with
residential properties purchased and maintained for sale, and real estate broker
activities excluding real estate loans. Income was $113,169 for the fiscal year
ended June 30, 2005, a decrease of ($39,596) or (25.9%) from the $152,765 for the
fiscal year ended June 30, 2004. Time Lending has sold all rental property which
it owned, and real estate sales commissions have decreased. This segment will
tend to decline as the Company concentrates on the marketing segment.

Expenses for this segment were $104,910 for the fiscal year ended June 30, 2005.
This is an decrease of ($8,696) or (7.7%) compared to the $113,606 for the fiscal
year ended June 30, 2004. This was due to shifting away from the real estate
segment and the combining with the Management segment.

The Management segment operating profit was $8,259 for the fiscal year ended
June 30, 2005. This compares to a profit for the fiscal year ended June 30, 2004
of $39,159. This segment will continue with diminished expectation as focus
will be on marketing.
 
 



- 11 -


LIQUIDITY AND CAPITAL RESOURCES

We had cash of $906,379 at June 30, 2005. We have funded our expenses
from operations.

All of our capital requirements will have to come from operations.
Minor amount of capital was raised from the SB2 offering and added to working
capital. There are no significant capital expenditure required for the next 12
months.

We do not have any identified capital resources. Moreover, we do not
have any arrangements with investment banking firms or institutional lenders.
Our ongoing private placement offering of convertible preferred stock in the
amount of up to $5 million is conducted by our officers. This means that officers
of Time Lending plan to sell all the shares offered without the services of any
investment professionals or broker-dealers.  We will not pay any commissions on
the sale of the shares offered by us. The ability of the Time Lending to implement
its business plan and the extent to which it will be able to implement the different
aspects of it depend on the amount of funds raised in  the offering.

 


- 12 -


ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TIME LENDING CALIFORNIA, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED
JUNE 30, 2005

 
 
 
 
 
 
 
 
 

 





 

- 13 -


REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

To the Board of Directors of
Time Lending, California, Inc.
Orange, CA

We have audited the accompanying consolidated balance sheet of Time Lending,
California, Inc. as of June 30, 2005, and the related consolidated statements
of operations, stockholders' equity, and cash flows for the period then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting
Oversight Board (United States) per standard No.1 of the PCAOB standards. Those
standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Time Lending, California, Inc.
as of June 30, 2005, and the results of it's operations and cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States.

The financial statements for the yer ended June 30,2004 were audited by other
accountants, whose report, dated September 5, 2004, expressed an unqualified
opinion on those statements. They have not performed any procedures since that date.


Jaspers + Hall, PC
Denver, Colorado
September 6, 2005
 
 
 
 


- 14 -
TIME LENDING, CALIFORNIA, INC.
Consolidated Balance Sheets
June 30,
 
           
   
2005
 
2004
 
   
----------
 
----------
 
ASSETS:
         
-------
         
           
CURRENT ASSETS:
         
Cash and cash equivalents
 
$
906,379
 
$
325,401
 
Notes Receivable
   
25,480
   
-
 
----------
         
----------
 
               
TOTAL CURRENT ASSETS
   
931,859
   
325,401
 
----------
         
----------
 
               
PROPERTY AND EQUIPMENT:
             
Net of accumulated depreciation
   
19,701
   
21,671
 
----------
         
----------
 
               
TOTAL FIXED ASSETS
   
19,701
   
21,671
 
----------
         
----------
 
               
TOTAL ASSETS
 
$
951,560
 
$
347,072
 
==========
         
==========
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY:
             
-------------------------------------
             
               
CURRENT LIABILITIES:
             
Accounts payable
 
$
782,977
 
$
314,781
 
Accrued expenses
   
275
   
3,344
 
Notes payable - Shareholders
   
127,500
   
--
 
----------
         
----------
 
               
TOTAL CURRENT LIABILITIES
   
910,752
   
318,125
 
----------
         
----------
 
               
TOTAL LIABILITIES
   
910,752
   
318,125
 
----------
         
----------
 
               
STOCKHOLDERS' EQUITY/(DEFICIT):
             
               
Preferred stock, $.001 par value; 25,00,000 shares
             
authorized, none issued and outstanding
   
--
   
--
 
Common stock, $.001 par value; 200,000,000 shares
             
authorized, 22,700,00 issued and outstanding in 2005
   
22,770
   
12,766
 
and 12,766,000 issued and outstanding in 2004
             
Additional Paid-in Capital
   
120,031
   
30,015
 
Retained earnings (deficit)
   
(102,993
)
 
(13,834
)
----------
         
----------
 
               
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)
   
40,808
   
28,947
 
----------
         
----------
 
               
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
 
$
951,560
 
$
347,072
 
==========
         
==========
 
               
The accompanying notes are an integral part of these financial statements.
 
- 15 -
TIME LENDING, CALIFORNIA, INC.
Consolidated Statements of Operations
For the Years Ended June 30,
 
           
   
2005
 
2004
 
   
------------
 
------------
 
           
REVENUE:
         
           
Marketing income
 
$
4,317,262
 
$
3,139,494
 
Loan income
   
107,355
   
148,886
 
Real Estate sale
   
48,103
   
53,145
 
Other revenue
   
5,814
   
845
 
Miscellaneous
   
-
   
3,035
 
------------
         
------------
 
               
TOTAL REVENUE
   
4,478,534
   
3,345,405
 
------------
         
------------
 
               
COSTS AND EXPENSES:
             
               
Loan officer commissions
   
104,910
   
161,205
 
Operating costs & marketing expenses
   
4,201,526
   
3,075,872
 
General and administrative
   
260,257
   
113,607
 
------------
         
------------
 
               
TOTAL OPERATING EXPENSES
   
4,566,693
   
3,350,684
 
------------
         
------------
 
               
NET INCOME (LOSS)
 
$
(88,159
)
$
(5,279
)
============
         
============
 
               
BASIC PROFIT (LOSS) PER SHARE
 
$
(*
)
$
(*
)
============
         
============
 
               
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING
   
14,433,334
   
12,766,000
 
============
         
============
 
*Less than $.01
             
               
The accompanying notes are an integral part of these financial statements.
 
- 16 -
TIME LENDING, CALIFORNIA, INC.
Consolidated Statements of Cash Flows
For the Years Ended June 30,
Indirect Method
 
           
   
2005
 
2004
 
   
----------
 
----------
 
           
CASH FLOWS FROM OPERATING ACTIVITIES:
         
Net income (loss)
 
$
(88,159
)
$
(5,279
)
Adjustments to reconcile net loss to net cash used
             
in operating activities
             
Depreciation and amortization
   
1,762
   
5,600
 
Issuance of stock for compensation
   
100,020
   
24,330
 
Changes in assets and liabilities:
             
(Increase) in Note receivable
   
(25,480
)
 
-
 
Increase in Accounts payable
   
468,196
   
198,531
 
Increase (Decrease) in Accrued expenses
   
124,431
   
(21,479
)
----------
         
----------
 
               
Net cash provided (used) by operating activities
   
580,770
   
201,703
 
----------
         
----------
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
             
Purchase of Assets
   
--
   
(26,972
)
Proceeds from Sale of Assets
   
208
   
--
 
----------
         
----------
 
               
Net cash (provided) used by investing activities
   
208
   
(26,972
)
----------
         
----------
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
Proceeds from Issuance of Stock
   
--
   
19,000
 
Repayment of Note Payable
   
--
   
(5,075
)
----------
         
----------
 
               
Net cash provided by financing activities
   
--
   
13,925
 
---------
         
---------
 
               
Net Increase in Cash and Cash Equivalent
   
580,978
   
188,656
 
               
Cash and Cash Equivalents at Beginning of Year
   
325,401
   
136,745
 
----------
         
----------
 
               
CASH AND CASH EQUIVALENTS AT END OF YEAR
 
$
906,379
 
$
325,401
 
==========
         
==========
 
               
SUPPLEMENTAL DISCLOSURE Cash paid during the year for:
             
Interest
 
$
2,004
 
$
1,644
 
==========
         
==========
 
Income Taxes
 
$
--
 
$
--
 
==========
         
==========
 
               
NON-CASH TRANSACTIONS
             
Stock issued for compensation
 
$
100,020
 
$
24,330
 
==========
         
==========
 
               
The accompanying notes are an integral part of these financial statements.
 
- 17 -
TIME LENDING, CALIFORNIA, INC.
Consolidated Statement of Stockholders' Equity (Deficit)
June 30, 2005
 
                       
   
COMMON STOCK
----------------------
 
Additional
Paid-in
Capital
----------
 
Retained
Earnings
(Deficit)
----------
 
Total
Stockholders'
Equity
----------
 
   
   
Shares
 
Amount
 
   
----------
 
----------
 
                       
July 1, 2000
   
4,000,000
 
$
4,000
 
$
(3,999
)
$
--
 
$
1
 
                                 
Issuance for stock for Cash June 15, 2001
   
1,000,000
   
1,000
   
(750
)
 
--
   
250
 
                                 
Net Loss for Year
   
--
   
--
   
--
   
(7,508
)
 
(7,508
)
----------
         
----------
   
----------
   
----------
   
----------
 
                                 
Balance - June 30, 2001
   
5,000,000
   
5,000
   
(4,749
)
 
(7,508
)
 
(7,257
)
                                 
Net Profit for Year
   
--
   
--
   
--
   
2,252
   
2,252
 
----------
         
----------
   
----------
   
----------
   
----------
 
                                 
Balance - June 30, 2002
   
5,000,000
   
5,000
   
(4,749
)
 
(5,256
)
 
(5,005
)
----------
         
----------
   
----------
   
----------
   
----------
 
                                 
Issuance of stock for services 5/03
   
4,800,000
   
4,800
   
(3,600
)
 
--
   
1,200
 
                                 
Net Loss for Year
   
--
   
--
   
--
   
(3,299
)
 
(3,299
)
----------
         
----------
   
----------
   
----------
   
----------
 
                                 
Balance - June 30, 2003
   
9,800,000
 
$
9,800
 
$
(8,349
)
$
(8,555
)
$
(7,104
)
==========
         
==========
   
==========
   
==========
   
==========
 
Issuance of stock for compensation
   
200,000
   
200
   
--
   
--
   
50
 
                                 
Issuance of stock for cash
   
222,000
   
222
   
10,978
   
--
   
11,200
 
                                 
Issuance of stock for compensation
   
828,000
   
828
   
7,452
   
--
   
8,280
 
                                 
Issuance of stock for cash
   
116,000
   
116
   
5,684
   
--
   
5,800
 
                                 
Issuance of stock for compensation
   
1,600,000
   
1,600
   
14,400
   
--
   
16,000
 
                                 
Net Loss for Year
   
--
   
--
   
--
   
(5,279
)
 
(5,279
)
----------
         
----------
   
----------
   
----------
   
----------
 
Balance - June 30, 2004
   
12,766,00
 
$
12,766
 
$
30,015
 
$
(13,834
)
$
28,947
 
----------
         
----------
   
----------
   
----------
   
----------
 
Issuance of stock for compensation
   
10,004,000
   
10,004
   
90,016
   
-
   
100,020
 
Net Loss for Year
   
-
   
-
   
-
   
(88,159
)
 
(88,159
)
----------
         
----------
   
---------
   
----------
   
----------
 
Balance - June 30, 2005
   
22,770,000
 
$
22,770
 
$
12,031
 
$
(101,993
)
$
40,808
 
==========
         
==========
   
==========
   
==========
   
==========
 
All stock has been adjusted for a ¼
                               
Forward split in May 2005.
                               
                                 
The accompanying notes are an integral part of these financial statements.
 
- 18 -


TIME LENDING, CALIFORNIA, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2005

NOTE 1 - ORGANIZATION AND PRESENTATION:

On August 4, 2000, Time Lending, California, Inc., a Nevada corporation
(Time-Nevada) was created for the sole purpose of effecting a merger of Time
Lending, California, Inc., a California corporation (Time-California), with and
into Time - Nevada.

Time Lending, California, Inc. was incorporated under the laws of the State of
California on November 5th of 1996. Time Lending, California is a real estate
loan broker licensed under the California Department of Real Estate. A share
exchange agreement dated June 7, 2000 effective July 21, 2000 was entered into
between Time Financial Services, Inc. (TIMF) a Nevada corporation, Time Lending,
California, a wholly-owned subsidiary of TIMF, INTERRUPTION Television, Inc. a
Nevada corporation (ITV) and Interruption Television PTE LTD a wholly-owned
subsidiary of ITV. In this share exchange agreement and asset sale and purchase
contract, Time Financial Services, Inc. sold all shares of Time Lending,
California to Michael F. Pope and Philip C. LaPuma, at the appraised value of
one dollar. This acquisition was done utilizing the purchase method. Time
Lending, California issued the total one thousand authorized shares of no par
value common stock evenly to the purchasers. Time Lending California
shareholders declared a 1,000 to 1 forward split of the common stock on December
29, 2000. Time Lending, California shall indemnify and hold harmless ITV and its
officers, directors, successors and assigns, from and against and in respect of
any and all losses, costs, liabilities, claims, penalties, damages and expenses
resulting from, in connection with or arising out of any breach of any
representation, warranty or covenant made by Time Financial Services, Inc.

On December 4, 2000, Time Lending, California, Inc., a California corporation
(Time - California) and Time Lending, California, Inc., a Nevada corporation
(Time - Nevada), entered into a merger agreement. Time-California and
Time-Nevada are referred to herein collectively as the "Constituent Corporation,
merged under a special agreement and plan of merger. The Agreement and Plan of
Merger entered into between the Constituent Corporations was approved,
certified, executed and acknowledged by each of the Constituent Corporations in
accordance with Section 1103 of the California Corporation Code and Section
78.475 of the Nevada Revised Status and in accordance with Section 368(a)(1)(f)
of the Internal Revenue Code of 1986 as amended in order to change the domicile
of the California Company to the State of Nevada. Time-Nevada is the surviving
corporation. The Articles of Incorporation and Bylaws of Time-Nevada shall be
the Articles of Incorporation and Bylaws of the surviving corporation.
Investments in subsidiaries are at cost and inter-company transactions are
eliminated. The subsidiaries (Time Management, Inc.) (Time Marketing Associates,
Inc.) (Tenth Street, Inc.), are owned, 50% by Time Lending California, Inc. and
50% by stockholders per agreement. The stockholders’ of Time Lending are the
officer’s and stockholders of the subsidiaries.

REVENUE RECOGNITION
-------------------

Marketing Income is from direct mail marketing projects and is recorded when
the project is completed and shipped. Prices are agreed between the Company
and its customer at the time of the order. Shipment is usually within 3-5
days from ordering.

Loan Fees are primarily mortgage origination fees for loans processed by the
Company for its clients and various mortgage lenders. Revenue is recorded
at the time of mortgage closing.

Real Estate Sales of income is fees for Company receiving fees as a Real
Estate Agent and are recorded at the time the sale is closed.

CASH AND CASH EQUIVALENTS
-------------------------

The Company considers all highly liquid debt instruments, purchased with an
original maturity of three months or less, to be cash equivalents.










- 19 -


TIME LENDING, CALIFORNIA, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2005

NOTE 1 - ORGANIZATION AND PRESENTATION (CONT):

PROPERTY AND EQUIPMENT
----------------------

Property and equipment is stated at cost. The cost of ordinary maintenance and
repairs is charged to operations while renewals and replacements are
capitalized. Depreciation is computed on the straight-line method over the
following estimated useful lives:

Equipment - Printer & Bursters
5 years

Depreciation for 2005 is $1,762.

USE OF ESTIMATES:
-----------------

The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.

OPERATING SEGMENTS:
-------------------

The Company adopted SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE
AND RELATED INFORMATION. This statement requires the disclosure of certain
information regarding the Company's operating segments. See Note 5 operating
segments and related information.

NET EARNING (LOSS) PER SHARE
----------------------------
Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, EARNINGS PER SHARE. Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period, less shares subject to repurchase. Diluted net
loss per share reflects the potential dilution of securities by adding other
common stock equivalents, including stock options, shares subject to repurchase,
warrants and convertible preferred stock, in the weighted-average number of
common shares outstanding for a period, if dilutive. All potentially dilutive
securities have been excluded from the computation, as their effect is
anti-dilutive.

ACCOUNTING FOR IMPAIRMENTS IN LONG-LIVED ASSETS
-----------------------------------------------

Long-lived assets and identifiable intangibles are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amounts
of assets may not be recoverable. Management periodically evaluates the carrying
value and the economic useful life of its long-lived assets based on the
Company's operating performance and the expected future undiscounted cash flows
and will adjust the carrying amount of assets which may not be recoverable.
 



- 20 -


TIME LENDING, CALIFORNIA, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2005

NOTE 1 - ORGANIZATION AND PRESENTATION (CONT):

FAIR VALUE OF FINANCIAL INSTRUMENTS:
------------------------------------

The Company's financial instruments include cash, cash equivalents and notes
payable. Estimates of fair value of these instruments are as follows:

Cash and cash equivalents - The carrying amount of cash and cash
equivalents approximates fair value due to the relatively short
maturity of these instruments.


NOTE 2 - PROPERTY AND EQUIPMENT:

Property and equipment consist of the following at June 30, 2005:
 
       
Equipment - Printers and Bursters
 
$
27,271
 
---------
       
Less: Accumulated depreciation
   
(7,362
)
---------
       
   
$
19,701
 
=========
       

NOTE 3 - FEDERAL INCOME TAXES:

The Financial Accounting Standards Board (FASB) has issued Statement of Financial
Accounting Standards Number 109 (“SFAS9”). “Accounting for Income Taxes”, which requires
A change from the deferred metod to the asset and liability method of accounting for income
taxes. Under the asset and liability method, deferred income taxes are recognized for the
tax consequences of “temporary differences” by applying enacted statutory tax rates
applicable to future years to differences between financial statements carrying amounts
and the tax basis of existing assets and liability.


   
2005
 
2004
 
   
---------
 
---------
 
           
Deferred Tax Assets
 
$
0
 
$
0
 
=========
         
=========
 
Deferred Tax Assets
             
Net Operating Loss Carry forwards
 
$
101,693
 
$
13,534
 
Future Deduction for Reserves
   
300
   
300
 
Less Valuation Allowance
   
(101,993
)
 
(13,834
)
---------
         
---------
 
Total Deferred Tax Assets
 
$
0
 
$
0
 
=========
         
=========
 
Net Deferred Tax Liability
 
$
0
 
$
0
 
=========
         
=========
 

NOTE 4 - OPERATING LEASES:

The Company leases office space under an operating lease agreement, which
expires January 31, 2006. Future minimum lease commitments as of June 30, 2003
are as follows:

2005
$12,105

The Company has a lease agreement with Michael Pope for the lease of the
equipment used in the Marketing Division for 3 years. Future minimum lease
commitments as of June 30, 2005 are as follows:


2005
24,000
2006
24,000
 

- 21 -
TIME LENDING, CALIFORNIA, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2005

NOTE 5 - OPERATING SEGMENTS AND RELATED INFORMATION:

The Company has adopted SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN
ENTERPRISE AND RELATED INFORMATION. This statement requires the disclosure of
certain information regarding the Company's operating segments. The Company
operates principally in three industry segments. Management, direct mail
marketing, and mortgage loan origination, which are primarily
rental income. The Company has no single customer representing greater than 10%
of its revenue. The following table sets forth key operating information for
each business segment:


       
   
Year Ended June 30, 2005
 
   
------------------------
 
Operating Revenue
     
Marketing
 
$
4,317,262
 
Lending
   
49,103
 
Management
   
113,169
 
------------
       
   
$
4,478,534
 
============
       
Operating Profit (Loss)
       
Marketing
 
$
115,736
 
Lending
   
(212,154
)
Management
   
8,259
 
------------
       
   
$
(88,159
)
============
       
Identifiable Assets
       
Marketing
 
$
865,919
 
Lending
   
38,063
 
Management
   
47,578
 
------------
       
   
$
951,560
 
============
       

NOTE 6 - CAPITAL STOCK TRANSACTIONS:
 
The authorized common stock of the Company is 20,000,000 shares at $.001 par value
and 20,000 shares of preferred stock at $.001 par value. In May 2005 the Company amended
their Articles of Corporation to increase the authorized common stock of the Company to
be 200,000,000 and the preferred stock to be 20,000,000. On May 20, 2005 the Company authorized
a 4:1 forward split for the common stock. All shares and per share amounts in the accompanying
financial statements of the Company have been retroactively adjusted to give the effects of the
forward stock split.


NOTE 7 - FINANCIAL ACCOUNTING DEVELOPMENTS:

Recently issued Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board(“FASB”) issued SFAS No. 150.
“”Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity’.
The provision of SFAS 150 are effective for financial investments entered into or modified after
May 31, 2003, and otherwise are effective at the beginning of the first interim period beginning after
June 15, 2003, except for mandatory redeemable financial instruments of nonpublic entities.
The Company has not issued any financial instruments with such characteristics.

In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities” (FIN No. 46R), which addresses how a business enterprise should evaluate,
whether it has a controlling financial interest in an entity through means other than voting rights
and accordingly should consolidate the entity. FIN No. 46R replaces FASB Interpretation No. 46,
“ Consolidation of Variable Interest Entities”, which was issued in January 2003. Companies are required
to apply FIN 46R to variable interests in variable interest entities (“VIE”) created after December 31, 2003.
For variable interest in VIEs created before January 1, 2004 the interpretation is applied beginning
January 1, 2005. For any VIEs that must be consolidated under FIN No. 46R that were created before
January 1, 2004, the assets, liabilities and non-controlling interests of the VIE initially are measured
at their carrying amounts with any difference between the net amount added to the balance sheet and any previously
recognized interest being recognized as the cumulative effect of an accounting change. If determining the
carrying value is not practicable, fair value at the date FIN No. 46R first applies may be used measure the
assets, liabilities and non-controlling interest of the VIE. The Company does not have any interest in VIEs.

In December 2004, the FASB issued SFAS No. 123R (revised 2004) “Share-Based Payment” which amends FASB
Statement No. 123 and will be effective for public companies for interim or annual periods beginning June 15, 2005.
The new statement will require entities to expense employee stock options and other share-based payments.
The new standard may be adopted in one of three ways - the modified prospective transition method, a variation

- 22 -
 
of the modified transition method or the modified retrospective transition method. The Company is to evaluate
how it will adopt the standard and the evaluation the effect that the adoption of SFAS 123R will have on the
financial position and results of operations.

In November 2004, the FASB issued SFAS No. 151, “ Inventory Costs, an amendment of ARB No. 43, Chapter 4.”
The statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). Paragraph 5
of ARB No. 43, Chapter 4 previously stated that “under some circumstances, items such as idle facility expense,
excessive spoilage, double freight and rehandling costs may be so abnormal as to require treatment as current
period charges”. SFAS No. 151 requires that those items be recognized as current-period charges regardless of
whether they meet the criterion of “so abnormal”. In addition, this statement requires that allocation of fixed
production overhead to the costs of conversion be based on the prospectively and are effective for inventory costs
incurred during fiscal years beginning after June 15, 2005, with earlier application permitted for inventory costs
incurred during fiscal years beginning after the date this Statement is issued. The adoption of SFAS No. 151 does
not have an impact on the Company’s financial position and results of operations.

In December 2004, the FASB issued SFAS No. 153, Exchange of Non-monetary Assets, an amendment of APB Opinion No. 23.
The guidance in APB opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchange
of non-monetary assets should be measured on the fair value of the assets exchanges. The guidance in that Opinion,
however, included certain exceptions to that principle. This Statement amends Opinion 29 to eliminate the exception
for non-monetary exchanges of similar productive assets that do not have commercial substance. A non-monetary has
commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.
SFAS No. 153 is effective for non-monetary exchanges occurring in fiscal periods beginning June 15, 2005. The adoption of
SFAS No. 153 is not expected to have an impact on the Company’s financial position and results of operations.



 


- 23 -


NOTE 8. ACCOUNTS PAYABLE - RELATED PARTY

Accounts Payable to Michael Pope for commissions due
     
For May and June 2005
 
$
428,406
 
         
         
Accounts Payable to Philip La Puma for commissions due
       
For May and June 2005
 
$
191,274
 
---------
       
Total Related Party A/P
 
$
619,680
 

In May and June 2005 both the officer’s did not receive payment of their commission
Earned and have left them in the company for payment of expenses. The holders of
these accounts are considered to be related parties.

NOTE 9. - EQUIPMENT LEASE - RELATED PARTY:

In MAY 2004 Michael Pope purchased Printers and Bursters for the Marketing segment
to use in the business. At that time a lease was singed with the Company for lease
of this equipment for a monthly payment of $1,178 per month.

NOTE 10 - NOTE RECEIVABLE - RELATED PARTY:

A note receivable and Deed of Trust dated February 3, 205 for property owned by Gary LaPuma,
brother of Philip LaPuma valued of $26,000 with payments of $162.50 per month Balance at
June 30, 2005 is $25,480.

NOTE 11 - SUBSEQUENT EVENTS:

On July 15, 2005, Time Lending, California, Inc., a Nevada corporation (“the Company”)
entered into a letter of intent with Nationwide Security Mortgage Corporation (“NSM”)
to acquire 51% of NMS in a share exchange transaction, subject to the Company’s shareholders’
approval of the acquisition and the execution of the final agreement between the parties.
The contemplated purchase price is 2 million shares of common stock of the Company, subject
to the conditions set forth by the parties. The primary condition of the acquisition is
raising $1 million in funds to ensure the growth of the Company’s marketing division and
operations of the Company’s subsidiary.



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

On August 22, 2005, the Board of Directors of Time Lending, California, Inc.
(the "Registrant") accepted the resignation of Michael Johnson & Co., LLC
("Johnson") as its auditors. The Board of Directors of the Registrant accepted
Johnson's resignation and approved the appointment of Jaspers & Hall, PC as its
new auditors. The Registrant does not have an audit committee other than the
members of the Board of Directors.

During the Registrant's fiscal years 2003-2004, and during the interim period
from July 1, 2004 through the date August 22, 2005, there have been no past
disagreements between the Registrant and Johnson, on any matter of accounting
principles or practices, financial statement disclosure or auditing, scope or
procedure.

The audit reports provided by the Registrant's auditors, Johnson, for the fiscal
years ended June 30, 2003 and 2004 did not contain any adverse opinion or
disclaimer of opinion nor was any report modified as to uncertainty, audit scope
or accounting principles, except as follows:

Johnson report on the Registrant's financial statements for the fiscal year
ended June 30, 2003, contained an explanatory paragraph stating that:

"The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 8, conditions exist which
raise substantial doubt about the Company's ability to continue as a going
concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain its operations. Management's plans in regard to these
matters are also described in Note 7. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty."

During the two most recent fiscal years and through the date hereof, neither the
Registrant nor any one on behalf of the Registrant has consulted with Jaspers &
Hall, PC regarding 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 financial statements, or any other matters
or reportable events required to be disclosed under Items 304 (a) (2) (i) and
(ii) of Regulation S-B.


- 24 -


ITEM 8A. CONTROLS AND PROCEDURES.

Our Chief Executive Officer and Chief Financial Officer (our principal
executive officer and principal financial officer, respectively) have concluded,
based on their evaluation as of June 30, 2005, that the design and operation of
our "disclosure controls and procedures" (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934, as amended ("Exchange Act")) are effective to
ensure that information required to be disclosed by us in the reports filed or
submitted by us under the Exchange Act is accumulated, recorded, processed,
summarized and reported to our management, including our Chief Executive Officer
and Chief Financial Officer, as appropriate to allow timely decisions regarding
whether or not disclosure is required.

During the quarter ended June 30, 2005, there were no changes in our
internal controls over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act) that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

PART III

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

The present directors and executive officers of the Company, their ages,
positions held in the Company and duration of service are as follows:

Name
Age
Position
Since
----
---
--------
-----
Michael F. Pope
56
Director
March 1996
   
President
August 1996
       
Philip C. La Puma
66
Director
March 1996
   
Secretary
August 1996
   
Treasurer
August 1996
       
Victoria A. Pope
57
Director
January 1997

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

Business Experience

The following is a brief account of the business experience during at least the
past five years of each director and executive officer, including the principal
occupation and employment during that period, and the name and principal
business of the organization in which such occupation and employment were
carried out.

Michael F. Pope, age 56, has been Director of the Company since March 1996, and
President since August 1996. Mr. Pope was one of the founders of Renet Financial
Corporation in 1988. He has a Bachelor of Arts degree in Economics from
California State University, Long Beach. He holds a real estate brokers license
in the State of California.

Philip C. La Puma, age 66, has been Director of the Company since March 1996 and
Secretary/Treasurer since August 1996. Mr. La Puma holds a Bachelors of Science
degree in Industrial Engineering from Stanford University and an MBA in General
Management from the University of Southern California. He also co-founded Renet.
He is a Registered Professional Engineer in the State of California.

Victoria Pope, age 57, has been a Director of the Company since January 1997.
She has been active in the mortgage industry the past ten years working in
various loan production positions from processing through administration at
Renet Financial Corporation. She is the spouse of Michael F. Pope and they have
two adult children. Mrs. Pope has many years of mortgage management experience.

LIMITATION ON DIRECTORS' LIABILITIES

Our certificate of incorporation limits, to the maximum extent
permitted under Nevada law, the personal liability of directors and officers for
monetary damages for breach of their fiduciary duties as directors and officers,
except in circumstances involving wrongful acts, such as a breach of the
director's duty of loyalty or acts of omission which involve intentional
misconduct or a knowing violation of law.





- 25 -
     Nevada Law permits us to indemnify officers, directors or employees
against expenses, including attorney's fees, judgments, fines and amounts paid
in settlement in connection with legal proceedings if the officer, director or
employee acted in good faith and in a manner he reasonably believed to be in or
not opposed to our best interest, and, with respect to any criminal act or
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Indemnification is not permitted as to any matter as to which the person is
adjudged to be liable unless, and only to the extent that, the court in which
such action or suit was brought upon application that, despite the adjudication
of liability, but in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper. Individuals who successfully defend this type of action are entitled to
indemnification against expenses reasonably incurred in connection therewith.

Our by-laws require us to indemnify directors and officers against, to
the fullest extent permitted by law, liabilities which they may incur under the
circumstances described in the preceding paragraph.

The Company is not subject to the requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended.

CODE OF BUSINESS CONDUCT AND ETHICS

Our code of business conduct and ethics, as approved by our board of
directors, can be obtained from the Company by writing a request to our
Time Lending, California Inc.
1040 E. Katella Ave. Suite B1,
Orange, CA 92867.

We intend to satisfy the disclosure requirement under Item 10 of Form
8-K relating to amendments to or waivers from provisions of the code that relate
to one or more of the items set forth in Item 406(b) of Regulation S-B, by
describing on our Internet Website, within five business days following the date
of a waiver or a substantive amendment, the date of the waiver or amendment, the
nature of the amendment or waiver, and the name of the person to whom the waiver
was granted.

 
Exhibits:
 
ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and
long-term compensation for services rendered during the last three fiscal years
to our company in all capacities as an employee by our Chief Executive Officer
and our other executive officers whose aggregate cash compensation exceeded
$100,000 (collectively, the "named executive officers") during fiscal 2005 hown
below.

Name &
Principal Position
------------------
 
Annual
Salary
------
Compensation
Bonus
-----
Long Term
Options
-------
Period
------
         
Michael F. Pope
6/30/2005
$60,000 *
$7,740
0
Director
6/30/2004
$60,000
0
0
President
6/30/2003
$60,000
0
0
         
Philip C. La Puma
6/30/2005
$60,000 *
$7,740
0
Director
6/30/2004
$60,000
0
0
Sec.-Treasurer
6/30/2003
$60,000
0
0


¨
In lieu of cash compensation, Michael F. Pope and Philip C. La Puma were issued
¨
1,000,000 shares of restricted common shares each valued at $40,000 each 4/15/2005.

 
CASH COMPENSATION
SECURITY GRANTS
         
Number of
Securities
Underlying
Options/SAR
-----------
 
Annual
Retainer
Fees ($)
--------
   
Number of
Shares (#)
Fees ($)(1)
----------
 
Meeting
Fees ($)
--------
Consulting
Fees/Other
----------
NAME
----
           
Michael F. Pope
0.00
0.00
0.00
0.00
0.00
Philip C. La Puma
0.00
0.00
0.00
0.00
0.00
Victoria A. Pope
0.00
0.00
0.00
0.00
0.00
 
- 26 -


(1) In fiscal year 2005, the Company adopted its 2005 Equity Compensation Plan
(the "Plan") which was registered on the registration statement on Form S-8. The
Company registered 400,000 shares of its common stock. Pursuant to the Plan, the
Company issued 193,500 shares of its common stock to each of Messrs. Pope and
LaPuma for their respective services to the Company, valued at $7,740 for each
person.

COMPENSATION OF DIRECTORS

The Company reimburses each Director for reasonable expenses (such as
travel and out-of-pocket expenses) in attending meetings of the Board of
Directors. Directors are not separately compensated for their services as
Directors.

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

There are no employment agreements with the Company's key employees at
this time.

 


- 27 -


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth the beneficial ownership of our common
stock by all stockholders that hold 5% or more of the outstanding shares of our
common stock, each director and executive officer. Each stockholder named has
sole voting and investment power with respect to his or its shares. This table
does not include options not exercisable within 60 days of the date of this
prospectus. As of June 30, 2005, there were 22,770,000 shares of common stock
issued and outstanding.

 
Beneficial Ownership
Percentage
 
of Common Stock (1)
of Ownership
 
--------------------
------------
     
Michael F. Pope
10,174,000
44.7%
907 E. Wilson Ave
   
Orange, CA 92867
   
     
Philip C. La Puma
10,174,000
44.7%
1786 N. Pheasant St
   
Anaheim, CA 92867
   


(1)       Beneficial ownership is determined in accordance with rules and
regulations of the Securities and Exchange Commission. In computing the
number of shares beneficially owned by a person and the percentage
ownership of that person, shares of common stock subject to options or
warrants held by that person that are currently exercisable or
exercisable within 60 days after June 30, 2005 are deemed outstanding,
but are not deemed outstanding for computing the percentage of any
other person.


 
 

- 28 -


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Time Lending wrote a mortgage on February 3, 2005 for $26,000 secured by real property with the
trustor being Gary La Puma, brother of Philip La Puma. The interest rate is 7.4% annual
with monthly payments of $161 per month. Total loan to value is under 80% based on fee
appraisal of the property. Also, see notes 8, 9 and 10 to the Financial Statements.

Other than disclosed in the Financial Statements, there were no transactions for the fiscal year ended June
30, 2005, nor are there any current proposed transactions, or series of the
same, to which the Company is a party, in which the amount exceeds $60,000 and
in which, to the knowledge of the Company, any director, executive officers,
nominee, five percent shareholders of any member of the immediate family of the
foregoing person, have or will have a direct or indirect material interest.
 



- 29 -


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit No.
Description of Document
-----------
-----------------------
2.1
Agreement and Plan of Merger of Time Lending, California, Inc.*
   
3.1
Articles of Incorporation of Time Lending, California, Inc.*
   
3.2
Articles of Incorporation of Tenth Street, Inc.*
   
3.3
Articles of Incorporation of Time Marketing Associates, Inc.*
   
3.4
Articles of Incorporation of Time Management, Inc.*
   
3.5
Articles and Certificate of Merger of Registrant*
   
3.6
Bylaws of Registrant*
3.7
3.8
   
10.2
Lease Agreement*
   
10.3
Guaranty of Michael Pope*
   
10.4
Guaranty of Thomas Van Wagoner*
   
10.5
Demand Promissory Note (Michael Pope)*
   
10.6
Demand Promissory Note (Philip La Puma)*
   
10.7
Asset Sale and Purchase Agreement*
   
10.8
Share Exchange Agreement between Time Financial Services, Inc.
 
and Interruption Television, Inc.*
   
10.9
Voting Agreement (Tenth Street, Inc.)*
   
10.10
Voting Agreement (Time Management, Inc.)*
   
10.11
Voting Agreement (Time Marketing Associates, Inc.)*
   
10.12
Broker Agreement*
10.13
Letter of Intent with Nationwide Security Mortgage*
   
22.
Subsidiaries of Registrant*

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

*       Previously filed with the Commission.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents fees for professional audit services
rendered by Jaspers + Hall, PC for the years ended June 30, 2005.

   
2005
 
   
---------
 
Audit Fees: (1)
 
$
8,000
 
Audit-Related Fees (2)
   
--
 
Tax Fees: (3)
   
--
 
All Other Fees: (4)
   
--
 
 
   
---------  
 
Total
 
$
8,000
 
 
   
=========  
 

(1) Audit Fees: Fees for professional services performed by Jaspers + Hall PC.
for the audit of our annual financial statements and review of financial
statements included in our 10-QSB filings, and services that are normally
provided in connection with statutory and regulatory filings or engagement, such
as the filing of Form S-8.

(2) Audit-Related Fees:. Jaspers + Hall PC. did not provide any audit-related
services.

(3) Tax Fees: Jaspers + Hall PC. did not provide any professional services
with respect to tax compliance, such as preparation and filing of original and
amended returns for us and our consolidated subsidiaries, refund claims, payment
planning, tax audit assistance and tax work stemming from "Audit-Related" items.

(4) All Other Fees: Jaspers + Hall PC. did not provide other permissible work
for us that does not meet the above category descriptions.

- 30 -
PRE-APPROVAL POLICY

Our Board of Directors is responsible for approving all Audit, Audit-Related,
Tax and Other Non-Audit Services. The Board of Directors approves all auditing
services and permitted non-audit services, including all fees and terms to be
performed for us by our independent auditor at the beginning of the fiscal year.

Non-audit services are reviewed and pre-approved by project at the beginning of
the fiscal year. Any additional non-audit services contemplated by the company
after the beginning of the fiscal year are submitted to the Audit Committee
chairman for pre-approval prior to engaging the independent auditor for such
services. Such interim pre-approvals are reviewed with the full Audit Committee
at its next meeting for ratification.

 
Exhibit:

31.1 CERTIFICATIONS
32.1 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C.
                       SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


 


- 31 -


SIGNATURES

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

Date:       September 28, 2005             TIME LENDING, CALIFORNIA, INC.

By: /s/ Michael F. Pope
-------------------------------------
Michael F. Pope
President

By: /s/ Philip C. La Puma
-------------------------------------
Philip C. La Puma
Treasurer (Chief Financial Officer)
and Secretary

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



SIGNATURE
TITLE
DATE
---------
-----
----
     
/s/ Michael F. Pope
President and Director
September 28, 2005
Michael F. Pope
(PRINCIPAL EXECUTIVE OFFICER)
 
     
/s/ Philip C. La Puma
Treasurer (PRINCIPAL FINANCIAL
September 28, 2005
 
OFFICER AND PRINCIPAL ACCOUNTING
 
 
OFFICER), Secretary and Director
 



 


- 32 -




ARTICLE FOUR
CAPITAL STOCK

The amount of the total authorized capital stock of this corporation is $225,000 as 200,000,000 shares of common stock and 25,000,000 shares of preferred stock each with a par value of $0.001. Such shares are non-assessable.








































- 1 -


The Board of Directors is authorized, subject to limitations prescribed by law, to provide for the issuance of the shares of preferred stock in one or more series and to establish from time to time the number of shares to be included in each such series, and to fix the qualifications, limitations or restrictions thereof.

The authority of the Board of Directors with respect to each series of preferred stock shall include, but not be limited to, determination of the following:

 
(a)
The number of shares constituting that series and the distinctive designation of that series;

 
(b)
The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

 
(c)
Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

 
(d)
Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such as the Board of Directors shall determine;

 
(e)
Whether or not shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions, and at different redemption dates;

 
(f)
Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

 
(g)
The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series;

 
(h)
Any other relative rights, preferences and limitations of that series, unless otherwise provided by the certificate of determination.




- 2 -


 
 

CERTIFICATE OF DESIGNATION

OF

SERIES A CONVERTIBLE PREFERRED STOCK

OF

TIME LENDING, CALIFORNIA, INC.



TIME LENDING, CALIFORNIA, INC., a corporation organized and existing under the General Corporation Law of the State of Nevada (hereinafter the "Corporation" or the A Company @ ), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by the Nevada General Corporation Law effective as of July 25, 2005:

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (hereinafter called the "Board of Directors" or the "Board") in accordance with the provisions of the Certificate of Incorporation, the Board of Directors hereby creates a series of Preferred Stock, par value $0.001 per share, of the Corporation, and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:

Series A Convertible Preferred Stock:

Section 1. Designation and Amount The designation of this series, which consists of 10,000,000 shares of Preferred Stock, is Series A Convertible Preferred Stock (the Series A Preferred Stock) and the stated value shall be $0.50 per share.

Section 2. Dividend Holders of the Series A Convertible Preferred Stock shall be entitled to receive dividends at a rate of 10% per annum, on each July 1 and February 1, payable semiannually in arrears, commencing February 1, when and as declared by the Board of Directors, in preference and priority to any payment of any dividend on any other class of equity security. The right to receive dividends shall be cumulative. Dividends shall accrue on a daily basis and may be converted to the shares of Common Stock of the Corporation at the option of the Corporation.

Section 3. Redemption   The Corporation shall be entitled to redeem or retire all or any part of the Series A Convertible Preferred Stock anytime after the issuance (the "Redemption Date") , without the consent or affirmative vote of the holder of record of each share so as to be redeemed or retired at a redemption price of $.65 per share, plus any accrued but unpaid dividends, except that if the Corporation redeems a portion of or all of Series A Preferred

- 1 -

Stock within 60 days from the date hereof, the redemption price per share shall equal to $0.55, upon giving to the holder a reasonable notice of such redemption.

Section 4. Liquidation Rights In the event of any voluntary or involuntary liquidations, dissolution or winding up of the Corporation, the holders of Series A Convertible Preferred Stock shall be entitled to receive from the assets of the Corporation $0.50 per share, plus accrued and unpaid dividends, all of which shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Corporation to, the holders of Common Stock or any other class of equity security in connection with such liquidation, dissolution, or winding up. Each share of Series A Convertible Preferred Stock shall rank on a parity with each other share of Series A Convertible Preferred Stock, with respect to the respective preferential amounts fixed for such series payable upon any distribution of assets by way of liquidation, dissolution, or winding up of the Corporation. After the payment or the setting apart of payment to the holders of Series A Convertible Preferred Stock of the preferential amount so payable to them, the holders of Common shares shall be entitled to receive all remaining assets of the Corporation, except as may be qualified in the Certificate of Incorporation of the Corporation. The Corporation covenants and agrees that so long as the Series A Convertible Preferred Stock is outstanding, the Corporation shall not issue any equity security with a liquidation preference senior to the Series A Convertible Preferred Stock.

Section 5.   (a) Voting Rights The holders of Series A Convertible Preferred Stock shall be entitled to vote with the holders of Common Stock and holders of the Series A Convertible Preferred Stock. The holder of each share of Series A Convertible Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such share of Preferred Stock could be converted at the record date for determination of the shareholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited, such votes to be counted together with all other shares of the corporation having general voting power and not separately as a class. Except as otherwise provided by law or provided in this certificate, the holders of the Series A Convertible Preferred Stock shall not be entitled to vote separately as a class.

Section 6. Conversion Rights The holders of the Series A Preferred Stock shall have conversion rights as follows (the "Conversion Rights"):

(a) Right to Convert . Each share of Preferred Stock shall be convertible without the payment of any additional consid-eration by the holder thereof and, at the option of the holder thereof at the office of the corporation or any transfer agent for the Pre-ferred Stock, anytime after the date of issuance. Each share of Preferred Stock shall be convertible into such number of fully paid and nonassessable shares of Common Stock as will be determined by dividing the amount of Conversion Value, as defined below, by the Conversion Price. The Conversion Price per share of Series A Preferred Stock shall be equal to the average closing bid price of the Company = s Common Stock for a period of ten (10) trading days immediately preceding the date of conversion, however, in no event shall the Conversion Price be lower than $0.10, and the Conversion Value per share of Series A Preferred Stock shall be $0.65. For the purposes of this section, as may be applicable, the closing bid price of the Company=s Common Stock shall be the closing bid price as reported by the National Association of Securities Dealers, Inc. NASDAQ SmallCap, National Markets or AMEX or the closing bid price in the NASD over-the-counter market, Apink sheets@ market, or, in the event the Common Stock is listed on a stock exchange, the closing bid price on such exchange as reported in The Wall Street Journal . The number of shares of Common Stock into which a share of Series A Preferred Stock is convertible is hereinafter referred to as the "Conversion Rate" of such series. The Conversion Price of Series A Preferred Stock shall be subject to adjustment from time to time as provided below. If the holder hereof does not convert all of his shares of Series A Convertible Preferred Stock within two (2) years of their issuance, the Company may force the conversion of such holder = s shares of Series A Convertible Preferred Stock into shares of the Company = s Common Stock.




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(b) Mechanics of Conversion . Before any holder of Preferred Stock shall be entitled to convert the same into shares of Common Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation or of any transfer agent for the Preferred Stock and shall give written
notice to the corporation at such office that he elects to convert the same. The corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock a certificate or certificates for the number of shares of Common Stock to which he shall be entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

(c) Fractional Shares . In lieu of any fractional shares to which the holder of Preferred Stock would otherwise be entitled, the corporation shall pay cash equal to such fraction multiplied by the fair market value of one share of Common Stock as determined by the board of directors of the corporation. The number of whole shares issuable to each holder upon such conversion shall be determined on the basis of the number of shares of Common Stock issuable upon conversion of the total number of shares of Preferred Stock of each holder at the time converting into Common Stock.

(d) Minimal Adjustments . No adjustment in the Conver-sion Price need be made if such adjustment would result in a change in the Conversion Price of less than $0.001. Any adjustment of less than $0.001 which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of $0.001 or more in the Conversion Price.

(e) No Impairment . The corporation will not through any reorganization, recapitalization, transfer of assets, consolida-tion, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or perfor-mance of any of the terms to be observed or performed hereunder by the corporation, but will at all times in good faith assist in the carrying out of all the provisions of this paragraph 6 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of Preferred Stock against impairment.

(f) Certificate as to Adjustments . Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to this paragraph 6, the corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The corporation shall, upon written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Rate of such Series A at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of such holder's shares of Preferred Stock.

(g) Reservation of Stock Issuable Upon Conversion . The corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Preferred Stock; and if at any time the number of autho-rized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Pre-ferred Stock, the corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(h) No Reissuance of Converted Shares . No shares of Preferred Stock which have been converted into Common Stock after the original issuance thereof shall ever again be reissued and all such shares so converted shall upon such conversion cease to be a part of the authorized shares of the corporation.

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(i) Notices of Record Date . In the event of any taking by the corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property or to receive any other right, the corpora-tion shall mail to each holder of Preferred Stock at least twenty (20) days prior to such record date, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution or right, and the amount and character of such dividend, distribution or right.

(j) Notices . Any notice required by the provisions of this paragraph 6 to be given to holders of shares of Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the corporation.

Section 7. Registration Rights The shares of Common Stock issuable upon conversion of Preferred Stock shall have certain registration rights, as described below ("Piggyback Registration Rights"). The Company is obligated to register the Shares of Common Stock in any subsequent registration statement filed by the Company with the Securities and Exchange Commission, so that holders of such Common Stock shall be entitled to sell the same simultaneously with and upon the terms and conditions as the securities sold for the account of the Company are being sold pursuant to any such registration statement, subject to a 180 day hold-back for any such offering undertaken pursuant to such registration statement, if so required by an underwriter.

Section 8. Reacquired Shares Any shares of Series A Convertible Preferred Stock acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof and may not be reissued.

Section 9. Rank The Series A Convertible Preferred Stock shall rank, with respect to the distribution of assets, senior to any and all other series of any other class of Preferred Stock.

Section 10. Amendment The Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences, or special rights of the Series A Convertible Preferred Stock so as to affect them adversely without the affirmative vote of majority of the holders of the outstanding shares of Series A Convertible Preferred Stock, voting together as a single class.

Section 11. Equity Security "Equity Security" shall mean a security of any class of stock, whether preferred or common, and any debt security which is convertible into a security of any class of stock, whether preferred or common.


IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation by its President and attested by its Secretary as of this _15 day of July, 2005.      


______________________________
Michael Pope
President

______________________________
Philip C. La Puma
Secretary/Treasurer
- 4 -



 

EXHIBIT 31.1

CERTIFICATIONS

I, Michael F. Pope, certify that:

1. I have reviewed this Form 10-KSB of Time Lending, California, 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 period 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 periods presented in this report;

4. The registrant's other certifying officer(s) and I am responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) [language omitted pursuant
to SEC Release 34-47986] for the registrant and 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 period in which this report is being
prepared;

(b) [Omitted pursuant to SEC Release 34-47986];

(c) 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 period covered by this report based on such evaluation; and

(d) 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 (the registrant's fourth fiscal quarter in the case
of an annual report) 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(s) 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 the registrant's board
of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to affect 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
control over financial reporting.

Dated: September 28, 2005

/S/ Michael F. Pope
-----------------------
Michael F. Pope,
President
(principal executive officer)


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I, Philip C. La Puma, certify that:

1. I have reviewed this Form 10-KSB of Time Lending, California, 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 period 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 periods presented in this report;

4. The registrant's other certifying officer(s) and I am responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) [language omitted pursuant
to SEC Release 34-47986] for the registrant and 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 period in which this report is being
prepared;

(b) [Omitted pursuant to SEC Release 34-47986];

(c) 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 period covered by this report based on such evaluation; and

(d) 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 (the registrant's fourth fiscal quarter in the case
of an annual report) 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(s) 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 the registrant's board
of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design
or operation of internal control 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
control over financial reporting.

Dated: September 28, 2005

/S/ Philip C. La Puma
-----------------------
Philip C. La Puma,
Treasurer/Chief Financial Officer
(principal financial officer)


- 2 -



Exhibit 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
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 on Form 10-KSB of Time
Lending, California, Inc. (the "Company") for the fiscal year ended
June 30, 2005 (the "Report"), the undersigned hereby certify in their
capacities as Chief Executive Officer and Chief Financial Officer,
respectively, pursuant to 18 U.S.C. section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

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

Dated: September 28, 2005 By: /s/ Michael F. Pope
------------------------
Michael F. Pope
President

Dated: September 28, 2005 By: /s/ Philip C. La Puma
-----------------------
Philip C. La Puma
Treasurer/Chief Financial Officer

A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signatures
that appear in typed form within the electronic version of this written
statement required by Section 906, has been provided to the Company and will be
retained by the Company and furnished to the Securities and Exchange Commission
or its staff upon request.














































EXHIBIT 14.1

May 24, 2005

TIME LENDING CALIFORNIA, INC.

CODE OF BUSINESS CONDUCT AND ETHICS


INTRODUCTION

This Code of Business Conduct and Ethics (the "Code") covers a wide
range of business practices and procedures. It does not cover every issue that
may arise, but it sets out basic principles to guide all directors, officers and
employees of TIME LENDING CALIFORNIA, Inc. (the "Company"). All of our directors,
officers and employees must conduct themselves accordingly and seek to avoid
even the appearance of improper behavior. The Code should also be provided to
and followed by the Company's agents and representatives, including consultants.

Directors, officers, employee, agents and representatives of the
Company are encouraged to promptly bring to the attention of the Company's Chief
Executive Officer and the Company's Board of Directors any evidence of a violation
of this Code.

This Code of Business Conduct and Ethics covers a wide range of
business practices and procedures. It does not cover every issue that may arise,
but it sets out basic principles to guide all directors, officers and employees
of the Company. All of our directors, officers and employees must conduct
themselves accordingly and seek to avoid even the appearance of improper
behavior.

Nothing in this Code, in any Company policies and procedures, or in
other related communications (verbal or written) creates or implies an
employment contract or term of employment with the Company.

This Code is subject to modification. This Code supersedes all other
such codes, policies, procedures, instructions, practices, rules or written or
verbal representations to the extent they are inconsistent.

If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.

Those who violate the standards in this Code will be subject to
disciplinary action, up to and including termination of employment.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Obeying the law, both in letter and in spirit, is the foundation on
which this Company's ethical standards are built. All employees must respect and
obey the laws of the cities, states and countries in which we operate. Although
not all employees are expected to know the details of these laws, it is
important to know enough to determine when to seek advice from supervisors,
managers or other appropriate personnel.





- 1 -


If requested, the Company will hold information and training sessions
to promote compliance with laws, rules and regulations, including
insider-trading laws.

CONFLICTS OF INTEREST

A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of the Company. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when an employee, officer or
director, or members of his or her family, receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of
interest. In addition, loans to directors and officers of the Company are
prohibited.

It is almost always a conflict of interest for a Company employee to
work simultaneously for a competitor, customer or supplier. You are not allowed
to work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Company policy, except under guidelines approved by the Board of
Directors. Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with higher levels of management, including the
Company's Chief Financial Officer. Any employee, officer or director who becomes
aware of a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel or consult the procedures
described in the section entitled "Compliance Procedures" set forth below.

INSIDER TRADING

Employees who have access to confidential information are not permitted
to use or share that information for stock trading purposes or for any other
purpose except the conduct of our business. All non-public information about the
Company should be considered confidential information. To use non-public
information for personal financial benefit or to "tip" others who might make an
investment decision on the basis of this information is not only unethical but
also illegal. In order to assist with compliance with laws against insider
trading, the Company has adopted a specific policy governing employees, trading
in securities of the Company. This policy has been distributed to every
employee. If you have any questions, please consult the Company's Chief
Financial Officer.

CORPORATE OPPORTUNITIES

Employees, officers and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position without the consent of the Board of
Directors. No employee may use corporate property, information, or position for
improper personal gain, and no employee may compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

 



- 2 -


COMPETITION AND FAIR DEALING

We seek to outperform our competition fairly and honestly. Stealing
proprietary information, possessing trade secret information that was obtained
without the owner's consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each employee should endeavor to
respect the rights of and deal fairly with the Company's customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
practice.

The purpose of business entertainment and gifts in a commercial setting
is to create goodwill and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any Company employee, family member of an
employee or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff and (5) does not violate any laws or regulations.
Please discuss with your supervisor any gifts or proposed gifts which you are
not certain are appropriate.

DISCRIMINATION AND HARASSMENT

The diversity of the Company's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.

HEALTH AND SAFETY

The Company strives to provide each employee with a safe and healthy
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices and reporting accidents, injuries and unsafe equipment, practices or
conditions.

Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

RECORD-KEEPING

The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.

Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor.


 



- 3 -


All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform both to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or off the books
funds or assets should not be maintained unless permitted by applicable law or
regulation.

Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos, and formal reports. Records should
always be retained or destroyed according to the Company's record retention
policies. In accordance with those policies, in the event of litigation or
governmental investigation please consult the Company's Chief Financial Officer.

CONFIDENTIALITY

Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by the Chief Financial Officer or required by laws or regulations.
Confidential information includes all non-public information that might be of
use to competitors, or harmful to the Company or its customers, if disclosed. It
also includes information that suppliers and customers have entrusted to us. The
obligation to preserve confidential information continues even after employment
ends. In connection with this obligation, every employee should have executed a
confidentiality agreement when he or she began his or her employment with the
Company.

PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees should endeavor to protect the Company's assets and
ensure their efficient use. Theft, carelessness, and waste have a direct impact
on the Company's profitability. Any suspected incident of fraud or theft should
be immediately reported for investigation. Company equipment should not be used
for non-Company business, though incidental personal use may be permitted.

The obligation of employees to protect the Company's assets includes
its proprietary information. Proprietary information includes intellectual
property such as trade secrets, patents, trademarks, and copyrights, as well as
business, marketing and service plans, engineering and manufacturing ideas,
designs, databases, records, salary information and any unpublished financial
data and reports. Unauthorized use or distribution of this information would
violate Company policy. It could also be illegal and result in civil or even
criminal penalties.

PAYMENTS TO GOVERNMENT PERSONNEL

The U.S. Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. It is strictly
prohibited to make illegal payments to government officials of any country.

 



- 4 -


In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by U.S. government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift, favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules. The
Company's Chief Financial Officer can provide guidance to you in this area.

WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code for executive officers or directors may be made
only by the Board of Directors or a committee of the Board of Directors and will
be promptly disclosed as required by law or stock exchange regulation.

REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. It is the
policy of the Company not to allow retaliation for reports of misconduct by
others made in good faith by employees. Employees are expected to cooperate in
internal investigations of misconduct.

Employees must read the Company's "EMPLOYEE COMPLAINT PROCEDURES FOR
ACCOUNTING AND AUDITING MATTERS," which describes the Company's procedures for
the receipt, retention, and treatment of complaints received by the Company
regarding accounting, internal accounting controls, or auditing matters. Any
employee may submit a good faith concern regarding questionable accounting or
auditing matters without fear of dismissal or retaliation of any kind.

COMPLIANCE PROCEDURES

We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations it is difficult to know if
a violation has occurred. Since we cannot anticipate every situation that will
arise, it is important that we have a way to approach a new question or problem.
These are the steps to keep in mind:

o Make sure you have all the facts. In order to reach the right
solutions, we must be as fully informed as possible.

o Ask yourself: What specifically am I being asked to do? Does it
seem unethical or improper? This will enable you to focus on the
specific question you are faced with, and the alternatives you
have. Use your judgment and common sense; if something seems
unethical or improper, it probably is.

o Clarify your responsibility and role. In most situations, there is
shared responsibility. Are your colleagues informed? It may help
to get others involved and discuss the problem.

o Discuss the problem with your supervisor. This is the basic
guidance for all situations. In many cases, your supervisor will
be more knowledgeable about the question, and will appreciate
being brought into the decision-making process. Remember that it
is your supervisor's responsibility to help solve problems.


 



- 5 -


o Seek help from Company resources. In the rare case where it may
not be appropriate to discuss an issue with your supervisor, or
where you do not feel comfortable approaching your supervisor with
your question, discuss it locally with your office manager or your
Human Resources manager.

o You may report ethical violations in confidence and without fear
of retaliation. If your situation requires that your identity be
kept secret, your anonymity will be protected. The Company does
not permit retaliation of any kind against employees for good
faith reports of ethical violations.

o Always ask first, act later: If you are unsure of what to do in
any situation, seek guidance before you act.



- 6 -






EXHIBIT 14.2

May 24, 2005


TIME LENDING CALIFORNIA, INC.

CODE OF BUSINESS ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS


ADVANCED REFRIGERATION TECHNOLOGIES, Inc. (the "Company") has a Code of Business Conduct
and Ethics applicable to all directors, officers and employees of the Company.
The Chief Executive Officer ("CEO") and all senior financial officers, including
the Chief Financial Officer, are bound by the provisions set forth therein
relating to ethical conduct, conflicts of interest and compliance with law. In
addition to the Code of Business Conduct and Ethics, the CEO and senior
financial officers are subject to the following additional specific policies:

o The CEO and all senior financial officers are responsible for
full, fair, accurate, timely and understandable disclosure in the
periodic reports required to be filed by the Company with the
Securities and Exchange Commission (the "SEC"). Accordingly, it is
the responsibility of the CEO and each senior financial officer
promptly to bring to the attention of the Company's Audit
Committee any material information of which he or she may become
aware that affects the disclosures made by the Company in its
public filings or otherwise assist the Board of Directors in
fulfilling its responsibilities.

o The CEO and each senior financial officer shall promptly bring to
the attention of the Board of Directors any information he or she may
have concerning (a) significant deficiencies in the design or
operation of internal controls which could adversely affect the
Company's ability to record, process, summarize and report
financial data or (b) any fraud, whether or not material, that
involves management or other employees who have a significant role
in the Company's financial reporting, disclosures or internal
controls.

o The CEO and each senior financial officer shall promptly bring to
the attention of the CEO and to the Board of Directors any
information he or she may have concerning any violation of the
Company's Code of Business Conduct and Ethics, including any
actual or apparent conflicts of interest between personal and
professional relationships, involving any management or other
employees who have a significant role in the Company's financial
reporting, disclosures or internal controls.

o The CEO and each senior financial officer shall promptly bring to
the attention of the CEO and to the Board of Directors any
information he or she may have concerning evidence of a material
violation of the securities or other laws, rules or regulations
applicable to the Company and the operation of its business, by
the Company or any agent thereof, or of violation of the Code of
Business Conduct and Ethics or of these additional procedures.





- 1 -


o The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event
of violations of the Code of Business Conduct and Ethics or of
these additional procedures by the CEO and the Company's senior
financial officers. Such actions shall be reasonably designed to
deter wrongdoing and to promote accountability for adherence to
the Code of Business Conduct and Ethics and to these additional
procedures, and shall include written notices to the individual
involved that the Board has determined that there has been a
violation, censure by the Board, demotion or re-assignment of the
individual involved, suspension with or without pay or benefits
(as determined by the Board) and termination of the individual's
employment. In determining what action is appropriate in a
particular case, the Board of Directors or such designee shall
take into account all relevant information, including the nature
and severity of the violation, whether the violation was a single
occurrence or repeated occurrences, whether the violation appears
to have been intentional or inadvertent, whether the individual in
question had been advised prior to the violation as to the proper
course of action and whether or not the individual in question had
committed other violations in the past.



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