CFI-WORLDCO, INC.

THE COMPANY

CFI/Worldco Resources, Inc., has over 50 years of combined experience in International and Domestic Finance and has enjoyed noteworthy success over the past several years. We believe this is due to a highly developed sense of discipline and ability to adapt to the changes of a World-wide economy.

C.F.I. has traditionally operated within the lower to middle-market commercial finance industry through Four successful business divisions:

COMMERCIAL REAL ESTATE FINANCE

C.F.I.'s Commercial Real Estate Division specializes in procuring credit oriented real estate financing which includes commercial properties, credit anchored retail, hotels/hospitality properties, multi-family/residential complexes and construction and development.

We serve the commercial real estate industry and have positioned ourselves as a major financial resource for middle market companies. This is essential for the real estate market of the 90's where many other lenders have exited from commercial real estate finance. C.F.I. arranges financing Domestically and Internationally and prefers transactions in the $5 million to $100 million dollar range, although we may participate with larger amounts on a restricted basis.

Commercial lending standards are such that proven cash flows are heavily weighed to determine the financial stability of the project. In addition, future cash flows are taken into consideration to assess the potential value of that project. This is evaluated on discounted basis to derive the Net Present Value.

While other conventional lenders are absent from the commercial real estate market, C.F.I. remains committed to offering reliable service-oriented solutions in proven real estate niches.

CORPORATE FINANCE

C.F.I.'s Corporate Finance Division services clientele in a broad range of industries: Services, manufacturing and process, distribution, industrial, consumer products and retail. The financing programs are typically utilized for the following: Refinancing, Management Buy-Outs, Leveraged Buy-Outs (LBO's), Recapitalization, Corporate Divesture and Mergers and Acquisitions. Through our extensive affiliations with various Securities Firms we can arrange for Private Placements of Equity or Debt, Venture Capital, Initial Public Offerings (IPO's) and Reverse Mergers into a public entity. These services can be performed on both an international and domestic level.

Underwriting standards are such that existing and projected cash flows must surpass the required debt service coverage that will be placed into your particular project. Prospective clients should be well established in business with experienced management teams and participate in specific and known industries or products.

INTERNATIONAL FINANCE

Over the past few years, a Global economy has emerged and is reshaping the structure of modern-day capitalism and finance. The International Finance Division has also emerged with this rapid pace of change and is actively pursuing the developments and building of countries other than our own. We strongly believe that tapping into this market will assure continued success and will evolve into unlimited opportunities for those who take action abroad.

Through years of experience, our team has developed strong relationships with several key Institutions over-seas, providing a continuous and on-going source of funds for land development, infrastructure, and business concerns in Asia, Europe, Africa, South America and the Caribbean.

Using creative financial strategies, we are able to offer several financial programs tailored to your specific financial needs and project. These programs are designed to create a safe investment vehicle for Institutional Investors to partake in, diversifying their capital base. The structure of financing used is designed to provide a strong capital base for your venture and to strengthen cash flows to provide continued growth, expansion and the ability to grasp new opportunities as they present themselves. In essence, we provide assistance in building promising futures for businesses and entrepreneurs seeking to start, grow or expand their resources.

ACCOUNTS RECEIVABLE FINANCE

When you ship products or provide services, you sometimes have to wait up to 90 days or more to be paid by your clientele. With the factoring system we use, we can provide a turn key solution to your short-term capital requirements. Whether you are across the street or across the Nation, we are able to procure instant funds for your receivables. There simply is no faster or easier method for obtaining needed cash.

We specialize in working with smaller firms and start-up companies whose cash flow problems stem from rapid growth or under-capitalization. The larger order, the need to expand or purchase new equipment, or the unexpected cash squeeze are normal growing pains for a company on the path to financial stability.

We do not require long term contracts - you can factor for a week or for several years, and you can factor one or several accounts receivable. This form of financing strongly improves credit ratings, minimizes bad debt and improves collection and accounts receivable administration. Factoring establishes a continuous source of working capital, secures operating cash on a flexible and elastic basis and increases sales through credit extension. Factoring is one of the strongest financial tools to facilitate the financial needs of a new, thriving company.

WE LOOK FORWARD TO WORKING WITH YOU ON YOUR FINANCING NEEDS AND IDEAS FOR CONTINUED SUCCESS.

CFI-WORLDCO, INC.

A Full-Service Financial Consulting Firm based in Garden City, New York with Satellite offices in The Bahamas, Chicago, Toronto, Singapore, the United Kingdom & Shanghai

Personal History

Mr. Lawson's credentials included a college education provided by The US Navy. During his Navy years, Mr. Lawson held the position of Special Intelligence Officer during the height of the Vietnam War, overlooking special intelligence missions with the Naval Security Group for over seven (7) years. Later, he went on to private practice as a private security and investigative specialist. Also, during his naval years, he attended many classes as an extra curriculum in International Finance and Securities. Mr. Lawson's greatest accomplishment is the arrangement of a syndication of Fifty Seven Million US Dollars, between seven (7) top world banks for a project concerning food distribution, located in Mexico. Also later was Three Hundred Fifty Million US dollars Bond Issue for the building of a microelectronics plant in China.

In 1992, CFI performed the successful acquisition of a New Jersey based Corporation called Worldco Resources, Inc. At the time of acquisition, CFI, Inc. combined its services with Worldco and moved both operations to Babylon, New York (20 miles east of New York City) and became incorporated as CFI\Worldco Resources, Inc. Operations increased as well as the quality of employed representatives. During this period, CFI\Worldco Resources, Inc. employed over 50 representatives and over 10 independent agents.

In 1996, there was an additional successful acquisition with a local company that would increase services pertaining to domestic residential mortgages. The acquisition provided CFI\Worldco Resources, Inc. with a New York State Banking License and well as licenses throughout 22 States in the US. CFI\Worldco, Inc. now employ's over 70 people. Due to the increase of employees and the lack of space, CFI\Worldco Resources, Inc. was split by the principles. In 1999 re-incorporated under CFI/Worldco Inc. Mr. Lawson took half of the assets and none of the liabilities of the old company and re-located to Garden City, New York. Garden City is one of the 100 richest towns in the United States and is located 20 minutes east of New York City. Mr. Lawson placed offices strategically in several states and countries around the world thus offering a more balanced awareness of global changes and conditions.

Standard of Operations

CFI-WORLDCO is committed to providing our clients with the highest quality of service in the areas of finance, business development and planning, mergers and acquisitions, and real estate based projects by offering creative alternatives and solutions to businesses, individuals, partnerships and corporations World Wide. CFI-WORLDCO consistently maintains a professional and hands on approach with our clients, assisting in your short and long-term financial needs. Furthermore, CFI-WORLDCO has dedicated itself to establishing and maintaining long term relationships with all out clients, assuring continued success.

Business Consulting

Business Development
Strategic Planning
Business Plan Writing
Market Research
Strategic Alliances,

In today's current market, many companies and individuals are in dire need of capital, whether it is for start-up or expansion purposes. Yet, in today's economic and financial environment, raising capital has become very sophisticated and competitive, making it difficult for even the most credible and established businesses.

In order for CFI WORLDCO to raise capital, there are several elements that YOU need in order to successfully reach your objective. First you need a comprehensive business plan and presentation incorporating all facets of the business including the legal, financial, industry, marketing, and operational knowledge which outlines a realistic opportunity for success. Once this has been completed, presenting the plan to the appropriate people such as i.e., investment bankers, commercial lenders, venture capitalists, and private investors, is the next course of action.

One of the main driving forces of CFI-WORLDCO's operation is serving small businesses, middle market companies, and individuals in need of direction, coupled with the appropriate action to help facilitate their goals and objectives. CFI-WORLDCO realizes that every clients needs are unique and different and our professional staff will provide their expertise and commitment to providing a flexible structure that enables each client to achieve their potential.

THE MOST COMMON QUESTION - HOW LONG WILL IT TAKE TO RAISE CAPITAL

Almost every person whose objective is to raise money for their venture or Corporation's needs has the same question, "How long will it take CFI-WORLDCO to raise capital for my business?" Most industry professionals usually answer that question with "it will take between 60 to 180 days". A more realistic answer is "that's a good question".

The process of raising capital is not as easy as it is perceived to be. In today's financial marketplace, a comprehensive evaluation and due diligence phase must take place uncovering all the details and logistics behind your project including your management team. This alone can encompass between 30 to 120 days. However, this phase of the process will determine the viability of the project, its potential, the downside risk, and outline any contingencies. The most important element to the amount of time that this takes place is the level of preparation that has been completed prior to starting the process. It is very crucial to understand that the methods of raising capital several years ago have changed considerably and may not work in today's financial environment.

CFI-WORLDCO has evolved over the past fourteen years into an International Private Corporation with access to significant financial resources on a global scale. Coupled with our highly educated and professional consultants, CFI-WORLDCO has the capabilities to provide existing and potential clients with a unique and creative source of business and trade financing.

The major focus in our scope of service is flexibility. CFI-WORLDCO has developed a unique ability to respond to certain demands and requests within our financial community. We have achieved a level of success because of our willingness to listen, which helps our consultants appropriate certain solutions to each financial request.

To sum it all up, CFI-WORLDCO is a private Corporation with a large portfolio of private lenders. Our purpose is to process funding requests Domestically & Internationally.

CFI-WORLDCO is very capable of providing service and communication consistent with the highest level of standards in the financial community. We pride ourselves with excellent customer relations, which result in a high volume of repeat & referral business.

Based on our method of full disclosure, prompt response, quick turnarounds, and command of our resources, CFI-WORLDCO is a leader in the world of private finance. We consider our longevity an ultimate testimony to our high integrity and quality business practices.

CFI-WORLDCO offers a full range of financial, real estate, and business related services offering your organization with the following:

CFI-WORLDC0, INC.

Only Corporations and Individuals that can afford to finance the efforts in raising capital should undertake the effort. The term "the costs of doing business" is truer now than ever before in this industry. Raising capital will usually require the hiring or retention of a number of consultants, professionals, and advisors to assist in your success. This usually leads to the question of "who, when, and how will they help me? CFIWORLDCO, through utilizing our relations with our corresponding Professional Associates, major Securities Firms, Law Firms, International Banks, and Venture Capitalists and Pension portfolios, provide flexible, customized service to companies pursuing capital formation. CFI-WORLDCO will design, in conjunction with our team of industry professionals, a program that will increase your chance of raising your required capital in the private, commercial or public markets.

Financial Services

* Debt & Equity Placements
* Commercial Real Estate loans ($500,000 - $50,000,000)
* Business Loans - Inventory, Equipment, Working Capital, Expansion
* Asset Based Lending
* Venture Capital Placement ($250,000.00 - $5,000,000.00)
* Accounts Receivable Factoring

The aforementioned services are structured for small businesses, start-ups, and middle market companies. Some of these programs may be available to companies going through a restructuring, reorganization, or recapitalization. The majority of these programs are best suited for companies that have been established for a couple of years and are profitable.

One of the most important elements of business survival and growth is proper capitalization. The financial solutions we offer can be crucial to your business and provide a viable alternative to cash flow shortages or expansion plans.

Dependent upon the unique situation of each client and their respective financial needs, CFI-WORLDCO may implement one or more of the financial structures and solutions listed below upon the client's qualification:

* Initial Public Offerings
* Reverse Mergers
* Small Corporate Registrations (limited offering)
* Private Placements
* Commercial Financing
* Accounts Receivable Factoring

Business Services

CFI-WORLDCO offers a full range of complimentary services designed to assist in the financing and growth of our client companies. Those services include:

* Business Plan Development & Preparation
* Business Plan Analysis
* Market Research
* Strategic Planning
* Cash Flow Projections
* Public Relations

CFI-WORLDCO has a highly diversified network of associate professionals and executives with whom we work in conjunction with in such areas as public relations, legal, finance, and management giving CFI-WORLDCO the ability to provide a full range of consulting and advisory services. The management and staff at CFI-WORLDCO take great pride in assisting you with your funding adventure. We know that with each telephone call, every request is very unique. We will assure you that your Account Executive will service your needs confidentially and professionally.

If you would like to discuss a particular project, please do not hesitate to call.

734 Franklin Avenue, Suite 327
Garden City,
NY. 11530

Tele: (516) -294-6030
Fax: (516) -294-6533