Providing Capital Requirement Solutions for Emerging Growth Companies

1. CFO Capital Partners Providing Capital Requirement Solutions for Emerging Growth Companies

2. Mission Statement • CFOCP is a wholesale investment banking, professional financial and corporate consulting firm. • CFOCP provides professional financial assistance for small to mid size companies at a reasonable cost and short time frame. • CFOCP finds alternative forms of capital through the securities market. • CFOCP facilitates the originating, structuring, preparing and placement of various types of securities for consideration: • NASD Broker/Dealers - Investment Bankers • - Financial Advisors - Institutional investors - other investment sources of interest.

3. Securities Offered • Private Placement Memorandums (PPM) • SEC Regulation D Offerings • Select Initial Public Offerings (IPO) • SEC Regulation A Offerings • Secondary Offerings

4. We Offer Assistance to... Real Estate Restaurants Internet Companies Gaming High Tech Livestock Operations Broadcasting Churches Energy Related Companies Environmental LBO’s Equity Venture Capital

5. Timing and Commitment Evaluate all projects CFOCP Highly Qualified Professional Consultants Ongoing Relationships

6. Timingand Commitment • Understand the importance to expediting your companies access to capital in a time and cost effective manner. • Have years of experience in assessing and coordinating with companies through the complete process of preparing a professional securities document to attract potential underwriters and investors. • View each project as a team effort and work closely with the company’s management to package and market their product to the investment community.

7. Evaluate All Projects • CFOCP carefully evaluates and pre-markets all situations prior to engagement. • Carefully assess the company and it’s product development, industry trends, competition, etc. • Provides detailed service to each situation such as business plan preparation, in-house due diligence, verifications, etc. • Minimizes valuable time and effort necessary to arrive at critical decision relative to the Offering progression.

8. Highly Qualified Professional Consultants • Involved daily in the securities and financial industry. • 10 - 25 years experience in the industry. • Extensive experience and active ongoing interest in banking, advertising, sales, marketing, administration, finance, real estate, securities and investment banking. • Unique insight and can provide solutions to the management of companies wanting to expand.

9. Ongoing Relationships • Attorneys and Accountants with experience in the SEC process • NASD Broker/Dealers • Investment Bankers • Venture Capital and Brokerage Firms • Institutional Investors • Institutional Lenders

10. Private Placement Memorandum (PPM) & Regulation D Offerings (REG D) CFOCP can... • Provide you with a PPM that can assist your company in developing a program that will assist in the raising of the capital you require quickly and efficiently. • Prepare a PPM tailoring it with the flexible terms that will help meet your specific needs. • Coordinate the entire transaction providing all services needed to complete the PPM, as per SEC regulations. • Provide the broker/dealer network to secure an underwriter for your project.

11. PPM & REG D (Continued) CFOCP designs PPMs pursuant to Regulation D of the Securities Act of 1933 for companies seeking to solicit and raise private investment for various types of uses in business such as: • Start-up Operations • Refinancing of existing debt • Take out of existing debt • LBO’s • Real Estate transactions • Equipment purchase • Recapitalization • Restaurants • Gaming operations • Environmental companies • Internet companies

12. PPM & REG D (Continued) The CFOCP Program: • Our professionals and advisors consult with your company’s principles to determine the proper structure and format of the Offering. • Offering is designed, prepared and signed-off by a securities legal firm. • Financial documentation is reviewed and signed-off by a SEC certified accounting firm. • Offering is prepared in a format that showcases the company’s products, services, management, etc.

13. PPM & REG D (Continued) The CFOCP Program (continued): • Offering is professionally packaged and printed. • CFOCP presents the completed Offering to NASD Broker/Dealers and approved selling agents, on a “best-efforts” basis, for underwriting and placement.

14. Types of PPM & REG D Offerings Federal and State regulatory authorities require a PPM that meets the standard disclosure requirements. • RULE 504 -Up to a maximum of $1MM - Less stringent disclosure requirements • RULE 505 - From $1MM to $5MM - Unlimited number of Accredited Investors • RULE 506 - $5MM and up - More disclosure information required - Unlimited number of Accredited Investors

15. Initial Public Offering • An IPO underwritten by a brokerage firm is the most widely known method for a company to become publicly held. • The Securities Act of 1933 governs the issue of new issue corporate securities in general and IPOs in particular. It attempts to protect investors by requiring full disclose of all material information in connection with the offering of new securities. • An IPO underwriting package can be prepared and presented to potential Underwriters for consideration prior to the completion of a “Red Herring”, thus minimizing the cost and risk associated with the preparation of a full-blown IPO.

16. Secondary Offerings • CFOCP can assist small to mid-cap public companies that are in need of a cash infusion. • Prepare and extend a secondary offering to our database of investment bankers that can assist in raising the additional capital needed for the company’s operations. • Provide first class market makers for positive stock exposure.

17. Professional Business Plan • Includes allthe necessary information on the company as well as the industry it is in. • Discuss the past performance of the companyor key personnel in the case of a “start-up”operation. • Discuss marketing and implementation of management plans in details, along with detailed information on each key person. • Provide all the accounting work required such as pro-forma projections, balance sheets, audits and cash flow charts, as well as re-casting of current financial statements.

18. What is Included in the Business Plan? • Executive Summary - A summarization of the company’s business by reviewing present situation and intended direction. • Concept - Explanation of the business in general including a description of your product, service, and why Products and/or services are different. • Management - A description and resumes of the management personnel, their backgrounds and expertise. • Marketing - Plans on how the company intends to reach the target audience. • Financial - Forecast of financial expectations and projections.

19. Legal, Accounting and Printing • Legal process for all types of Offerings can be very complicated and demands the expertise of an experienced securities attorney. • CFOCP deals directly with regional and national SEC certified accounting firms familiar with the requirements of the SEC in the preparation of the financial documents in an Offering. • Financial printing is normally overlooked, however CFOCP understands the process and can deliver the product in a professional, cost effective manner in a short time frame.

20. Conclusion “Time is of the essence!” • At present the securities market has NEVER been stronger. • The investment community is actively seeking new and interesting product to add to their portfolios. • Now is the perfect opportunity for companies to seek capital utilizing the securities market. • CFOCP can start work on your situation immediately and have a package for distribution to the investment community within a relatively short time frame.