UNITED STATES
                       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: December 31, 2004

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

                       Commission file number: 333-98651*

                             AmeriFirst Fund I, LLC
                 (Name of small business issuer in its charter)

            Florida                                      16-1628844
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                               2015-A Osborne Road
                            St. Marys, Georgia 31558
                    (Address of principal executive offices)

                    Issuer's telephone number: (912) 882-8851

                  1712-H Osborne Road, St. Marys, Georgia 31558
              (Former name, former address and former fiscal year,
                          if changed since last report)

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

          Title of each class      Name of each exchange on which registered
          -------------------      -----------------------------------------
                 None                           Not Applicable

Securities registered under Section 12(g) of the Act:

                                      None
                                (Title of Class)
<PAGE>

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

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

Issuer's revenues for its fiscal year ended December 31, 2004. $0

The aggregate market value of issuer's voting and non-voting common equity held
by non-affiliates of the issuer as of April 8, 2005, was $0. There is no
established public trading market for the registrant's units.

The registrant had 0 units of membership interest outstanding as of December 31,
2004.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

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

*     Registration Statement on Form S-1 was declared effective by the
      Securities and Exchange Commission on May 14, 2003, as amended by
      Post-Effective Amendment No. 4 which was declared effective on May 4,
      2004.
<PAGE>

                             AmeriFirst Fund I, LLC

                                   FORM 10-KSB

                                Table of Contents

                                                                            Page
                                                                            ----
PART I.
Item 1.   Description of Business                                             1
Item 2.   Description of Property                                            46
Item 3.   Legal Proceedings                                                  46
Item 4.   Submission of Matters to a Vote of Security Holders                46

PART II.
Item 5.   Market for Common Equity and Related Stockholder Matters           46
Item 6.   Management's Discussion and Analysis or Plan of Operation          48
Item 7.   Financial Statements                                               50
Item 8.   Changes In and Disagreements With Accountants on
            Accounting and Financial Disclosure                              50
Item 8A.  Controls and Procedures                                            51
Item 8B.  Other Information                                                  51

PART III.
Item 9.   Directors, Executive Officers, Promoters and Control
            Persons; Compliance with Section 16(a) of the Exchange Act       51
Item 10.  Executive Compensation                                             53
Item 11.  Security Ownership of Certain Beneficial Owners and
            Management and Related Stockholder Matters                       54
Item 12.  Certain Relationships and Related Transactions                     55
Item 13.  Exhibits                                                           58
Item 14.  Principal Accountant Fees and Services                             61

          Signatures                                                         63


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ITEM 1. DESCRIPTION OF BUSINESS.

General

AmeriFirst Fund I, LLC (the "Fund", "we" or "our") was formed in the State of
Delaware in April 2002 and reincorporated in Florida on September 20, 2002, as a
Florida limited liability company. The Fund was formed solely for the
restricted, limited purpose of purchasing life insurance policies at a discount
to face value from medically impaired persons of all ages, and senior citizens,
age 65 and older with estimated life expectancies based solely on actuarial
tables, to create a pool of life insurance policies. Our manager, AmeriFirst
Financial Services, Inc. ("Manager"), will select life insurance policies for
the Fund to purchase and will also assist the Fund by servicing such life
insurance policies, although it may decide to outsource any or all non-financial
services to unaffiliated third parties. Our provider, AmeriFirst Funding Group,
Inc. ("Provider"), will originate policy purchases either directly from the
insured, when it is licensed or not required to be licensed, from other
providers or from a broker network. Our existence will terminate on December 31,
2027, unless earlier dissolved or terminated in accordance with our Operating
Agreement dated as of May 13, 2003 ("Operating Agreement"), by amendment to our
Operating Agreement or as otherwise provided by law.

On May 14, 2003, our Registration Statement on Form S-1, as amended, became
effective with the Securities and Exchange Commission ("SEC") for the initial
public offering of up to a maximum of 100,000 units of membership interest in
the Fund at $1,000 per unit (the "Offering"), with an initial minimum investment
of 100 units at $100,000, although our Manager reserves the right to accept
initial subscriptions of less than $100,000. The Offering is being made pursuant
to the Fund's prospectus dated May 4, 2004 ("Prospectus"). The units represent
fractional beneficial interest in the income to be generated primarily from a
pool of life insurance policies. We must raise a minimum of $2,500,000 in the
Offering before we can commence operations and purchase life insurance policies.
The proceeds of the Offering will be held in an interest bearing escrow account
with SouthTrust Bank until we raise the $2,500,000 minimum. If the minimum
amount is not received by October 17, 2005, unless extended for an additional
six months until April 17, 2006, then all subscription amounts (including
interest) will be returned to all subscribers. Our underwriter, AmeriFirst
Capital Corp. ("Underwriter"), an NASD licensed broker-dealer, which is also an
affiliate of our Manager, is solely responsible for the offer and sale of the
units in the Fund. However, units may also be sold by officers of the Fund who
are sales representatives licensed by the NASD and by other selected dealers who
will receive commissions where permitted. Each member of the Fund in entitled to
his or her proportionate beneficial interest in the income to be generated from
the life insurance policies. As of December 31, 2004, we have not sold any units
of membership interest in the Fund.

The Life Settlements Market

The life settlements market is an extension of the viatical market that became
popular in the late 1980's. Then, the focus was on buying policies of terminally
ill people (particularly AIDS patients) who had a life expectancy of less than
three years and needed money before their death. The focus has expanded to
currently include senior citizens with a limited life expectancy who have
insurance policies they no longer need or who require more liquidity.
Historically, the only


                                       1
<PAGE>

option available for people who either did not want or could not afford to pay
premiums on a policy was to surrender it for cash value. Life settlement firms,
like the Fund, will pay significantly more than the cash surrender value.

Another option available to senior citizens is to use their accelerated death
benefit option on their policy if it is an option. See "Competition" below.
While these are not for every policyholder, they are a valuable option.
According to the Senior Market Advisor, senior advisors should be aware of the
benefits of the life settlements. Seniors in the United States hold life
insurance policies worth nearly half a trillion dollars according to insurance
industry experts. More than $100 billion of this amount is eligible for sale as
life settlements.

Seniors may have purchased large insurance policies when they had young families
and then, when they reached older age and their children became adults, they no
longer needed the life insurance coverage that was necessary when they were
younger. In many cases, seniors might simply have stopped paying premiums and
allowed their policies to lapse. Senior settlements relieve seniors of the
obligation to pay insurance premiums, which on some types of policies may be
quite high for older insureds, and permit them to obtain a portion of their
policy limits to use while they are alive.

According to the National Center for Health Statistics and Center for Disease
Control in a report issued August 6, 1999, Americans have a longer life
expectancy in the twenty-first century due to the advancements in medical
technology and treatment. However, despite our remarkable progress, heart
disease and stroke remain leading causes of disability and death, especially in
older adults and seniors. In addition, declines in heart disease and stroke
mortality mask important differences in rates of decline by race/ethnicity, sex
socioeconomic status and geographic region. Also, according to the American
Cancer Society, Surveillance Research, 2002, cancer is the second leading cause
of death in the United States, exceeded only by heart disease. Although many
trends have been positive, trends for some important indicators have not
improved substantially, have leveled off, or are reversing.

In a report entitled, "Deaths: Preliminary Data for 2003", released on February
28, 2005 by the National Center for Health Statistics and Center for Disease
Control, life expectancy for Americans has reached an all-time high according to
the latest U.S. mortality statistics. Other findings included in this report
were that age-adjusted death rates declined for eight of the fifteen leading
causes of death. Death rate declines were seen for heart disease and cancer, the
two leading causes of death which account for more than half of all deaths in
the United States each year, as well as for strokes.

The Fund

The Fund has no operating history and had only nominal capital and did not have
any significant assets as of December 31, 2004. During the year ended December
31, 2004, the Fund determined that deferred offering cost in the amount of
$342,661 was deemed to have no future benefit. Accordingly the deferred offering
costs were written off. The Fund does not have its own employees or offices. The
employees of our Manager and Provider and their parent, AmeriFirst, Inc., will
carry out our operations at their offices or will outsource and oversee the


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<PAGE>

services performed by a third party servicer. AmeriFirst, Inc., the holding
company controlled by John Tooke, has agreed pursuant to the Restated Expense
Agreement dated as of December 23, 2003 by and between the Fund and AmeriFirst
(the "Expense Agreement"), to pay at its own expense, all organizational and
offering expenses of the Offering, including without limitation, legal and
accounting expenses, photocopy costs, selling expenses, and filing fees paid to
the SEC and state securities commissions. Accordingly, the Fund will receive all
proceeds from the Offering. The address and telephone number of the Fund is
2015-A Osborne Road St. Marys, Georgia 31558, (912) 882-8851.

John Tooke is the Chief Executive Officer and controlling shareholder of our
Manager and Underwriter, a controlling shareholder of our Provider and may be
deemed to be a founder and/or promoter of the Fund. However, the loss of John
Tooke's services would not terminate the Fund's business and operations. At this
point in time, each company is established with experienced staff with the
knowledge and ability to continue their departments in the case that Mr. Tooke
is unable to fulfill his duties. AmeriFirst, Inc. has two other shareholders, as
described below under "Item 9. - Directors, Executive Officers, Promoters and
Control Persons; Compliance with section 16(a) of the Exchange Act. Officers and
Directors of AmeriFirst, Inc." who may become active participants in the
operations of the corporations at a later point in time. They would be able to
immediately step in to work if Mr. Tooke's services were not available.

Our Manager

Our Manager is AmeriFirst Financial Services, Inc. Our Manager was formed in the
State of Delaware on September 4, 2002 and is qualified to do business in
Georgia. AmeriFirst, Inc., a Delaware holding company ("AmeriFirst"), 50% of
whose capital stock is beneficially owned by John Tooke, owns all of the capital
stock of our Manager. Our Manager was formed to be a real estate broker,
mortgage broker and to provide managerial services not only for the Fund, our
Provider and our Underwriter, but may also provide services to other outside
companies or funds for a fee. Our Manager also holds a mortgage broker's license
and real estate broker's license in the State of Florida. Our Manager is
regulated by the Department of Business and Professional Regulation--Division of
Real Estate and the Florida Office of the Comptroller--Department of Banking and
Finance along with the Secretary of State for the State of Florida. The address
for our Manager is 2015-A Osborne Road, St. Marys, Georgia 31558, and its
telephone number is (912) 882-8851.

Our Manager will manage and control all our affairs and is responsible for
making all investment decisions on behalf of the Fund and dealing with members
of the Fund. In addition, our Manager currently intends to act as servicer of
the insurance policies acquired by us from our Provider; however, our Manager
may outsource any or all non-financial services to an unaffiliated third party.
Our Manager has contracted with four medical review service companies to conduct
medical evaluations and determine life expectancies of prospective insureds. Our
Manager will not engage in the insurance business except as permitted. Our
Manager's responsibilities on behalf of the Fund will include identification of
potential policy purchases through our Provider and a nationwide of unaffiliated
life settlement brokers. Our Manager will have sole fiduciary responsibility
over all investors' funds once obtained from the escrow agent and thereafter
directly from investors and the purchase of life settlements.


                                       3
<PAGE>

The duties of our Manager and/or our servicer will include:

      o     Dealings with members;

      o     Accounting, tax and legal matters;

      o     Communications and filings with regulatory agencies;

      o     Deciding what agreements we will enter into and whether we will
            enter into joint ventures with other companies to invest in life
            insurance policies;

      o     Due diligence review of the insured and the life insurance policy,
            estimate the life expectancy of the insured with the assistance of
            medical review service companies, close the transaction, monitor the
            life status of the insured and status of the policy, and file claims
            for proceeds when the insured passes away; and

      o     Managing our other operations, if any.

Under the Fund's Operating Agreement, our Manager may be removed for cause (as
defined in the Fund's Operating Agreement), for default (as defined in the
Fund's Operating Agreement), or otherwise after our Manager has received
distributions that equal or exceed 125% of the aggregate expenses of the
Offering, including sales commissions. Such removal without cause may be
effected by the members holding at least 2/3 in interest of the Units.

Our Provider

The Provider of our life settlements will be AmeriFirst Funding Group, Inc., an
affiliate of our Manager, although the Fund may also use other licensed
providers to obtain policies. Our Provider was formed in the State of Delaware
in August 2002 and will operate as a life settlement provider in the State of
Georgia. Our Provider is in compliance with the laws of the State of Georgia to
conduct life settlement business and will comply with the insurance and/or
securities laws of all states which regulate the purchase and/or sale of life
insurance policies. Our Provider will originate policy purchases either directly
from the insured, when it is licensed or not required to be licensed, or from
other Providers, or from a broker network. Our Provider has agreed in writing to
assign all policies which it purchases to the Fund, except those it may sell on
a non-securitized basis to unaffiliated third parties. Our Provider has three
employees, no operating history and only nominal capital. Employees of our
Provider involved in the purchasing of the policies will not engage in the
offering of units of the Fund. Our Provider will purchase insurance policies on
behalf of the Fund, although it may also sell policies to others on a
non-securitized basis. Our Provider will enter into a life settlement contract
with the insureds. In accordance with the terms of such agreements, our Provider
will (a) transfer, assign, and convey to the Fund all of our Provider's right,
title and interest in and to the insurance policies, or (b) in states which
prohibit an assignment of the insurance policy to anyone other than a Provider,
our Provider will be the owner and the Fund will hold an irrevocable beneficial
interest in the policy, and (c) take all actions that are required under state
law to establish the Fund's ownership interest in and to the insurance policies.
The address of our Provider is 2015-A Osborne Road, St. Marys, Georgia 31558,
and its telephone number is (912) 882-8851.


                                       4
<PAGE>

Our Provider intends to be a nationwide specialty financial services company
that purchases insurance policies from medically impaired persons of all ages,
and senior citizens, age 65 and older with estimated life expectancies based
solely on actuarial tables, in order to aggregate the policies into a pool of
policies, as we are offering here. Our Provider intends to enter into agreements
to purchase insurance policies directly from insureds where it is licensed as a
broker or not required to be licensed, from other Providers, or from a
nationwide network of life settlement brokers. Many states require an insured to
be represented by an independent third party or a broker. Since most states also
require brokers to be licensed, the names of these brokers are readily
available. Our Provider intends to establish its reputation through strategies
of compliance, integrity and due diligence.

We will make payments for the purchase of policies from our Provider's escrow
account, maintained at SouthTrust Bank, as escrow agent, located at 110 Office
Park Drive, 2nd Floor, Birmingham, Alabama 35223. The insured will receive a
settlement check or wire transfer upon closing of the life settlement. The Fund,
through our Manager, will pay our Provider for its services.

Brokers are typically paid a market based fee which we estimate to be between 4%
and 8% of the face value of the policy. Either our Provider or the insured will
pay the broker for negotiating the sale of the insurance policy upon the funding
of the policy. This is exclusive of the fees which the Fund will pay to our
Provider. Our Provider does not intend to pay referral fees to doctors, lawyers
or other professionals to whom our Provider is prohibited by applicable law from
paying a referral fee and will not do business with referral sources which our
Manger does not believe to be reputable. Brokers and certain other referral
sources also handle other administrative functions, such as collecting
applications from potential clients and collecting medical and insurance
records.

Our Servicer

Our Manager intends to act as servicer also and service the life insurance
policies directly, but it may outsource any or all non-financial services to a
third party. As of the date of this annual report, we have no agreements,
arrangements or understandings with any third party to act as our servicer,
although our Manager has contracted with four unaffiliated medical review
service companies to determine estimated life expectancies and monitor the lives
of the insureds. Our Manager and its affiliate, AmeriFirst, employed 11 persons
as of April 8, 2005, to initially conduct such operations, including John Tooke,
an employee of each of our Manager and AmeriFirst, who was regarded as one
employee. Our Manager would need to hire additional employees, or outsource
non-financial services, if we acquire a large number of life insurance policies
or is otherwise warranted. Current employees include a senior software
architect, in-house legal staff, accounting staff, insurance review, policy
administration, computer and data processing personnel, customer service and
medical administration.

Our Servicer, who is also our Manager, has a computer system which consists of a
web server, mail server, database server, two firewalls, network attached
storage, an integrated T-1 for our web server, and an integrated T-1 for
servers. Our Servicer uses DVD backup that is taken off


                                       5
<PAGE>

the premises in a fire safe to back up our programs and information concerning
the individual insureds and policyholders. Windows XP workstations are located
throughout the offices attached to the servers.

Our Servicer will track on a daily basis the status of the Fund and the members'
interests in the Fund. Investors will be able to monitor their investment of a
daily basis through the Fund's internet web site which they can assess using a
pass-code. Investors will see the financial statements of the Fund every
quarter.

The fee which will be paid by the Fund to our Servicer, who is also our Manager,
is equal to 5% of the gross proceeds of the Offering. In the event that we
determine to use the services of an unaffiliated third party, we expect to enter
into a servicing agreement. Servicing the insurance policies involves monitoring
the life status of the insured, tracking the maturing of the policy and filing
claims for proceeds when the policy matures.

Upon the closing of our Provider's purchase of the policy, our Servicer will
evaluate and process the life settlements. Our Provider will then assign the
insurance policies, without recourse, to the Fund. Our Provider will execute an
assignment of the life insurance policy to the Fund where permitted, or
otherwise name the Fund as irrevocable beneficiary of such insurance policy.

Our Manager will undertake to service and administer the insurance policies and
to collect payments due under the insurance policies in accordance with
customary and usual servicing procedures and it shall have full power and
authority, acting alone or through any party properly designated by it to do, so
any and all things in connection with such servicing and administration which it
may deem necessary or desirable. Our Manager is authorized and empowered, unless
such power and authority is revoked by the Fund on account of the occurrence of
a default by our Manager, to execute and deliver, on behalf of the Fund for the
benefit of its members, any and all instruments of satisfaction or cancellation,
or of part or full release or discharge, and all other comparable instruments,
with respect to the insurance policies. Our Manager will obtain any powers of
attorney and other documents reasonable necessary or appropriate to enable our
Servicer to carry out its servicing and administrative duties.

Our Manager is not obligated to use separate servicing procedures, offices or
employees for servicing the insurance policies from where it may service other
insurance policies, if any; provided, however, that our Servicer is at all times
required to be able to accurately reflect the status of collections and shall
maintain separate accounts. Our Servicer is not required to maintain fidelity
bond coverage insuring against losses through wrongdoing of its officers and
employees who are involved in the servicing of the insurance policies.

Our Manager's business will involve the following principal steps which are
described in further detail below:

o     Due diligence review, which includes evaluating the terms of each policy
      and of all medical records of the insured and reviewing insurance and
      final underwriting for proposed policies;

o     Obtaining the estimated life expectancy of the insured from an independent
      medical review


                                       6
<PAGE>

      service company, which has contracted with independent medical
      specialists;

o     Closing the transaction, which includes obtaining releases of all
      beneficiaries and an insurance policy assignment and recording of the Fund
      as beneficiary, or irrevocable change of beneficiary, as well as payment
      of the purchase price of the policy;

o     Monitoring the life status of the insured through a contracted affiliate
      of a medical review service company; and

o     Collecting the policy proceeds following the policy maturity.

In addition, our Manager will also provide the following functions:

o     Review financial analysis of each policy and its relationship to the
      aggregate pool of policies;

o     Audit integrity of financial model on a periodic basis;

o     Maintain data on pool characteristics;

o     Audit premium calendar database; and

o     Prepare reports as agreed.

Evaluating the Insured and the Insurance Policy

The due diligence review process is designed to obtain accurate information
regarding both the insured and the life insurance policy (a) to determine
whether our Provider will offer to purchase the policy and, if so, the price it
will offer and (b) to ensure that certain criteria are met to minimize
challenges by former beneficiaries or by an insurance company to payment of the
face value of the policy.

The insurance review is our process of evaluating life insurance policies and
their suitability for purchase. Our Provider will obtain an insurance policy
directly from the insured when it is licensed as a broker or when states do not
require a broker's license, or from other Providers, or from a broker network.
Our Provider will utilize our Manager, as our Servicer, to execute the following
procedures to verify that it purchases a complete insurance policy.

The insurance review process includes:

o     Review of the broker's application for required identification and
      personal information for the insured;

o     Examination of company records for previous policies on the life of the
      insured;

o     Review of all insurance applications associated with the policy and
      comparison of answers to any medical questions;


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<PAGE>

o     Ensuring the insurance company rating is A- or better;

o     Examination of the policy to make sure it is complete, including, among
      other things, that it is non-contestable and not a group policy (other
      than a Retired Federal Employees' Group Life Insurance, FEGLI);

o     Determination of the amount of death benefit available for purchase;

o     Thorough review of the insurance contract terms;

o     Escrowing sufficient premiums to fund the policy death benefit until the
      maturity date;

o     Verification of coverage by the insurance company or administrator;

o     Ensuring the file is complete before forwarding to the bidding department;
      and

o     Granting final approval for purchase once the bid has been accepted.

The purpose of the insurance review is to ensure the amount of benefit purchased
will be available to the Fund upon maturity for distribution to its members. In
accomplishing this goal, the insurance review declines policies with
unacceptable risks and accepts only policies of the highest quality.

Once a potential insured or broker contacts our Provider, an application and
consent form permitting our Provider to obtain medical and insurance coverage
information of the insured will be sent to the potential client. All information
obtained by our Provider in connection with policy purchases, including the
identities of the insureds, will be held in confidence and access thereto will
be restricted by our Provider to its employees and other representatives. Upon
receipt of the completed application, it will be reviewed to determine the
overall medical status and a preliminary estimated life expectancy. The file
will also be reviewed to determine whether the beneficiary can be changed to the
Fund rather than the insured or his family, and whether the insurance company
which issued the policy is of a credit quality deemed acceptable by our Manager.

If it appears from the application that the policy is one the Fund would be
interested in purchasing, our Provider will obtain from the broker the insured's
attending physician's medical information which usually includes several years
worth of laboratory reports and physicians' notes and a written letter of
competency signed by the attending physician. Our Manager will forward such
documentation to an independent medical review service company, consisting of a
panel of specialists. Our Manager has contracted with four different
unaffiliated organizations to provide independent medical consulting, as
described below. In evaluating the life expectancy of the insured, the medical
consultant, will review the file and other information forwarded by our
Provider. We will make a decision to bid on the life insurance policy based, in
part, on the review of the medical review service company. See "Medical Due
Diligence Review" below.


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<PAGE>

Simultaneously, our Provider, using the insured's consent form, will obtain
verification of insurance company, the employer or the group administrator. The
insurance documents will be reviewed to determine the type of policy, and any
provisions which may effectively reduce the face value of the policy, (i.e.,
loan against the policy), and to ensure, among other things, that:

o     The policy under consideration is past any contestability periods (i.e.,
      the periods during which the insurance company may deny payment for
      various reasons, including suicide and a misstatement of material fact);

o     All current primary beneficiaries are willing to execute releases with
      respect to any present or future claims they may have with respect to the
      policy;

o     The Fund is able to obtain ownership of or became the irrevocable
      beneficiary of the policy and the associated policy proceeds. Our Provider
      will not purchase a policy is a minor is a named beneficiary at the time
      of purchase. Our Provider will also review the policy premium schedule and
      determine whether the policy contains a disability waiver of premium rider
      which impacts future premium payments. Our Provider will attempt to ensure
      that the policy is compatible with the Fund's portfolio in terms of cash
      on hand. The review process for the insurance documents generally will
      take one to three weeks, depending on the extent of cooperation received
      from third parties; and

o     Our Provider will not purchase policies of insureds who are not residents
      of the United States or whose insurance companies are not domiciled in the
      United States.

Some of the documentation gathering described above, including collection of
necessary medical, personal and insurance information, may be performed prior to
submission of the application to our Provider, but the determination of the
insured's life expectancy and compatibility with investment criteria, review of
insurance documents and determination of legal and contractual issues will be
made by our Manager.

Medical Due Diligence Review

Our Manager intends to utilize the services of four unaffiliated medical review
service companies, named below, to conduct a medical evaluation of medically
impaired persons of all ages, and senior citizens, age 65 and older, prior to
our Provider purchasing the life insurance policies. These firms were selected
on the basis of the quality of their services, background of experienced
underwriters and their panel of medical specialists. However, each agreement is
for only a 90-day initial term and can be replaced by our Manager at its
discretion at any time. Each firm uses a panel of physicians consisting of many
specialties including, but not limited to, oncology, geriatrics and infectious
diseases. These specialists all have extensive backgrounds in clinical practice
and/or research.

Depending on the insured's medical condition, the life expectancy review is
accomplished through independent reviewing physicians. The life expectancy
review includes a review of the insured's medical records and related forms. The
insured's medical records may be furnished by


                                       9
<PAGE>

the sourcing broker or requested by our Provider.

The following medical records will be used by our Servicer and/or our medical
review service companies in their medical review process of evaluating the
insured:

o     Progress notes from the primary care provider and physician specialists;

o     Laboratory results;

o     X-ray reports and other diagnostic tests;

o     Surgical reports;

o     Communications with insured's attending physicians;

o     Hospital admit / discharge summaries;

o     Pathology reports;

o     Previous and current therapy / treatment;

o     Lifestyle risk factors;

o     Functional impairments; and

o     Psychological parameters.

The above components are necessary to establish an accurate overall view of the
health status of the insured. After this evaluation is reviewed, our Manager
then decides if the policy meets the Fund's objectives.

Continuous insight into new medical advancements, treatments and medications is
important for the medical review process. We will incorporate this information
into each medical file reviewed and it is a vital part of maintaining the high
standards necessary for our medical review department.

Medical Consulting Services

Our Manager entered into four separate consulting agreements with medical
service companies. These companies include Fasano & Associates, Inc. of
Washington, D.C., Systems for Advanced Risk Analysis, L.P. (SARA/ALI Group), of
San Antonio, Texas, 21st Services of Minneapolis, Minnesota and American
Viatical Services, LLC, of Woodstock, Georgia (collectively, the "Consultants").
The Consultants have no relationship to the Fund or its affiliates or to the
insureds themselves or the brokers representing the insureds. Each agreement is
on a non-exclusive basis for an initial 90-day term. The Consultant is paid
approximately $225 to $250 for each evaluation. The terms of such relationships
are industry standard and were negotiated on an arm's length basis, and each
agreement is substantially the same.

Each of our medical consulting service companies has extensive experience in the
viatical industry. Fasano & Associates is a consulting practice that began in
1990 and incorporated in 1997. Their group of underwriters and medical directors
have experience in all aspects of the underwriting function. They maintain a
network panel of practicing medical specialists providing quality standards and
determination for life settlement evaluations. SARA was incorporated in March
1989 when the viatical market began. Their medical underwriters and medical
directors have many years of experience and are comprised of a panel of medical
specialists providing quality standards for life settlements, underwriting and
administration. The three founding


                                       10
<PAGE>

principals of 21st Services have more than 20 years combined experience in
financial modeling, life expectancy evaluation, insurance underwriting,
post-purchase portfolio management, and compliance. They gained their experience
while working for one of the first institutionally funded viatical purchasing
companies, which is still in business today. In 1998, 21st Services created 21st
Diagnostics that introduced a statistically based model to provide life
determinations for the senior clients in the senior settlement market. It is the
first comprehensive model of its kind in the life insurance settlement industry.
They maintain a national of practicing medical specialists who are leading field
researchers and attend major conferences where medical advances are discussed
and evaluated. Many of these physicians have authored books, articles and
research publications used in the medical field and life insurance underwriting
industry. American Viatical Services, LLC, created in 1994 to provide third
party medical evaluations for the terminally ill and senior citizens, employs
two physicians, one Ph.D. in immunology, 3 RN's and support personnel. They
currently employ 10 professionals to provide evaluation and tracking services.

The Consultants are experienced medical review companies used by our Manager for
evaluating and determining an estimated life expectancy. The Consultants have
state of the art medical Underwriters and a panel of medical physicians who rely
on extensive clinical and research experience to make their determinations of
estimated life expectancy. The specialists include cardiologists, oncologists,
hospice specialists, geriatric specialists, infectious disease specialists and
internists. Many of the physicians hold positions as medical directors of major
institutions. The Consultants provide a comprehensive review of medical records
and a mortality profile on the terminally ill, chronically ill or medically
impaired individuals of all ages, and senior citizens, age 65 and older. Our
Manager is to submit life settlement files, including all medical and other
information needed to produce a life expectancy estimate. Our Manager must
warrant that the information is accurate and complete. The Consultant is
permitted to contact attending physicians of the insured to obtain clarification
or verbal updates, but does not examine or speak directly with the insured. Life
expectancy estimates may be based on underwriting mortality tables converted
into life expectancy by using statistical studies and clinical judgment or by a
combination of the foregoing.

Factors influencing each Consultant's determination or an insured's life
expectancy may include the specialist's own clinical experience, peer review,
rigorous analysis of medical journals, library, non-public information
concerning clinical trials, investigational new drugs, and statistical
information.

The medical review process involves conducting an evaluation of available
medical records. The medical review service will not confirm the existence of a
terminal illness. It will only evaluate to estimate a life expectancy.
Similarly, the medical review companies will base an estimated life expectancy
on seniors with a diagnosed chronic illness which would contribute to a lesser
life expectancy than a healthy person of that age. The eligibility for the
Fund's purchase will then be established.


                                       11
<PAGE>

Purchase of Policies

If our Manager determines that the policy meets the Fund's criteria, including
due diligence review and investment criteria, our Manager will instruct our
Provider to make an offer to the insured or to the broker representing the
insured to purchase the policy. The purchase price will be based upon the face
value of the policy, our medical review service company's estimate of the
insured's life expectancy, the premiums estimated to be paid under the policy
over the insured's estimated life expectancy, and certain other costs of the
policy. If the insured or broker accepts the offer, purchase documents are
prepared from forms generated by our Manager's management information system.
The documents include a life settlement contract, a consent to change of
beneficiary and authorization to release medical information of the insured.

The Fund will become the owner of an individual policy, or absolute assignee of
the insured's rights in a group policy, by filing a change of ownership or
absolute assignment form and an irrevocable change of beneficiary form with the
applicable insurance company, employer or plan administrator. Following receipt
of appropriate acknowledgment of the receipt of such changes, a closing occurs
and funds are disbursed as directed to the insured. Our Manager anticipates that
the closing process will take one to three weeks and the entire purchase
process, from application to closing will take from four to eight weeks. Our
Provider will provide a rescission option through which the insured may, for any
reason, return the disbursed funds and any premium payments made by the Fund in
the interim, and be unconditionally released from the life settlement contract.
The rescission period is at least 15 days from receipt of the purchase price and
is longer (i.e., 30 days), if required by applicable law. See "Government
Regulation of Life Settlements" below.

Monitoring

When the funds from the Offering are released from escrow, a premium escrow
account will be established with SouthTrust Bank to pay the premiums during the
life of the insureds. The funds held in the premium escrow account are expected
to generally equal the annual premiums of each policy purchased by the Fund for
the estimated life expectancy of the insured, plus an additional two years
beyond such estimated life expectancy. We will attempt to pay premiums up front
when possible or establish a bank draft for automatic payment to avoid frequent
monitoring of the premium escrow account. At all times, however, an internal
accountant will monitor the premium escrow account to maintain required
balances. We are also developing a custom software application to house
information regarding the policies, insureds, brokers, agents, money market
accounts and any other aspect that needs to be monitored internally.

We will also attempt to maximize returns on investment by increasing the death
benefit where the insurance policy permits benefit increases. The insured will
be regularly monitored to obtain timely information concerning the insured so
that proceeds may be collected as promptly as possible following the maturity of
the policy.

Our Manager will monitor the policy to ensure it does not lapse because of a
failure to timely pay premiums. Some protection against the failure to pay
premiums is provided by statutory or policy provisions that require insurance
companies to provide written notice before terminating a


                                       12
<PAGE>

policy for failure to pay premiums. As owner of record of the policy, or as
absolute assignee of all of the insured's rights under the policy, the Fund
generally receives such notice directly.

Our Manager has contracted with an independent third party, 21st Holdings, LLC,
an affiliate of 21st Services, one of our medical review service companies,
which will be responsible for monitoring or "tracking" the insureds' whereabouts
and/or ongoing medical condition. They will monitor the insureds through their
attending physician's office when possible. They will make quarterly calls to
the insured's physician to determine when the insured was last seen or the
insured's next scheduled appointment. All records will be kept in the insured's
file and on a monthly basis all updates will be sent to our Manager for its
files. If the insured does not regularly visit his physician then his personal
references will be contacted and if they cannot be reached, then the insured
itself will be contacted unless precluded by state or federal rules or
regulation. 21st Holdings, LLC will also be responsible to notify the insurance
company of the insured's death and will file the claim for benefits.
Representatives of our Manager in our Georgia office will receive all notices of
change in status of the insurance policy, a change in premium payments, annual
statements, or any reduction in death benefits. For all of the above services of
monitoring the insured, 21st Services will be paid a one-time set up fee of
$15.00 and monthly fee of $15.00 for each life settlement policy until the
policy matures.

Collection of Policy Proceeds

Once a policy matures, one of the Consultants which is monitoring the life
status of the insured will file a request for a copy of the death certificate in
the appropriate governmental office. Often the insured's family or companion
will also submit a copy of the death certificate to the insurance company. The
Consultant will then file the death certificate with the insurance company and
request payment of the policy proceeds. The Consultant will monitor the
collection status until the Fund receives the face value of the policy.
Monitoring the collection status will be assisted by our servicer's management
information system, which will reflect the filing of the death certificates, the
filing of claim forms with the insurance companies by our servicer and provide
for a status update until the claims have been paid. Insurance companies have an
incentive to pay promptly on policies because most states require insurance
companies to pay interest on claims which take more than 30 days to settle.
Actual collections will generally occur within 30 to 55 days following the
maturity of the policy. However, in certain states (i.e., New York), actual
collections may take a longer period of time due to delays in processing of
documents by state authorities.

Description of Return on Investment

We are offering proportionate interests in the income to be generated primarily
from individual life insurance policies, which we will purchase to create a
pool. The pool is intended to reduce risk by purchasing a large number of
policies from a diverse group of medically impaired persons of all ages, and
senior citizens, age 65 and older with estimated life expectancies based solely
on actuarial tables. The pool of life insurance policies will range from face
values between $25,000 and $2.5 million or more. In addition, the pool should
provide a blended rate of return closer to the estimated rate of return, rather
than if investors were to purchase a single life insurance policy.


                                       13
<PAGE>

We will attempt to purchase insurance policies at a discount to the face value
of the policy based on our estimates of life expectancies. The discount is
directly connected with life expectancy and will increase along with estimated
life expectancy. A one-year life expectancy may have a relatively small discount
of perhaps 10%, while a 10-year life expectancy may have a 50% discount. The
amount of the discount to the insured is negotiated based on market conditions
and statutes and varies depending upon the nature of the life insurance policy,
the stability of the insurer, prevailing interest rate, the estimated premiums
to be paid by our Manager for the policy over the expected life of the insured,
the insured's estimated life expectancy and certain other costs of the life
settlement. Approximately twenty states require a minimum amount to be paid to
an insured. We will attempt to create a pool of life insurance policies in which
our Manager generally does not intend to purchase any life insurance policy
which based on the estimated life expectancy would not provide a return to
members of the Fund of at least 8% interest compounded annually. However, the
estimated rate of return on investment is not a guaranteed rate of return and
the hypothetical figures presented in this report are based on estimated life
expectancies. However, if the insured lives longer than the estimated life
expectancy, the return on investment would be lower than 8%.

Only when we acquire from insurance carriers the proceeds after maturity of
insurance policies will members receive a distribution consisting of their
proportionate share of such proceeds. After the policy is underwritten and
medical and actuarial tables are examined, our Manager will estimate the
maturity of the policy. The estimated rate of return on the purchase price of a
life insurance policy: is inclusive of all fees connected with the purchase;
reflects our Underwriter's selling commission which will be paid at the time of
purchase, and payments made to the premium escrow account. The actual rate of
return can only be determined when the Fund is paid by the insurance carrier
after the policy matures. The actual return on investment to members of the Fund
is determined by subtracting the discounted amount paid for each policy
purchased (including all fees and policy premiums paid or escrowed), as well as
any capital calls paid, and payments to the premium escrow account from the face
value of such policy when the policy matures. See "Investors Accounts and
Allocation of Collections" and "Capital Calls" below.

The actual overall rate of return to all members can only be determined when all
policies have matured at the end of the Fund. We cannot guarantee members the
full return of their investment. The return will be increased to the extent that
there is an account balance and interest earned in the premium escrow account at
the end of the Fund which will be distributed to the members. The actual overall
rate of return may be adversely affected by, among other things: (i) policies
maturing after the estimated life expectancy; (ii) delays in tracking or
disbursements of claims at maturity by the insurance company; (iii) delays in
investing gross proceeds of the Offering resulting in members receiving 1-2%
interest in the operating escrow account, as opposed to the estimated rate of
return from gross proceeds invested in insurance policies; (iv) any capital
calls (e.g., if the premium escrow account have been exhausted); (v) payments
from the premium escrow amount; and (vi) policies that terminate, lapse or the
refusal or inability of the insurance carrier to pay the claim, when the policy
matures.


                                       14
<PAGE>

The estimated rate of return, the blended rate of return and the actual rate of
return on investments in life insurance policies and the overall rate of return
are projected using annual compounded interest rates.

For illustrative purposes only, set forth below is a hypothetical of how a
$79,383 investment might be used to purchase a 100% interest in a $100,000 face
amount of a universal life insurance policy from a 50 year old medically
impaired insured with a three-year life expectancy. If a $100,000 policy is
purchased for $79,383 inclusive of all fees, and if the insured were, in fact,
to pass away in three years, the aggregate return on investment would be
$20,617, or a return on investment of 8% interest compounded annually.

The estimated rate of return on investment is not a guaranteed rate of return
and the hypothetical figures presented in this report are based on estimated
life expectancies. Accordingly, if the insured lives one year beyond the
estimated life expectancy of three years, or a total of four years, then the
rate of return is 5.26% interest compounded annually for the four years. If the
insured lives two years beyond the estimated life expectancy of three years, or
a total of five years, the rate of return is 4.73% compounded annually for the
five years. The longer the insured lives beyond the estimated life expectancy
the greater the likelihood that the Fund will exhaust the premium escrow account
and need to make a capital call. See "Capital Calls" below.

Expenditure                                                            Amount
-----------                                                            ------
Payment to seller (1)                                                 $50,507
Broker's fee (2)                                                        8,000
Deposit to premium escrow account (3)                                   5,000
Provider's origination fee (4)                                          3,969
Manager's and Servicer's fee (5)                                        3,969
Selling commissions (6)                                               $ 7,938
                                                                      -------
                                    Total:                            $79,383
                                                                      =======

----------
(1) Payment to Seller. The price paid to an insured for a life insurance policy
is based primarily on the life expectancy of the insured and the estimated
premiums payable by the Fund over the expected life of the insured. Competitive
bidding (i.e., offers made on the same policies by other life settlement
companies) also influences the percentage of the face value that will be paid
for the policy. Generally, the shorter the life expectancy of the insured, the
greater the price paid for the policy. This is an arm's length negotiation
between the buyer and seller and depends generally on market conditions. In
management's opinion the information upon which this example is based uses
reasonable current market assumptions. The above example meets the minimum
payment of 50% to the insured, based on certain states' requirements; however,
approximately 30 states do not set any minimum amount which must be paid to an
insured. See "Government Regulation of Life Settlements" below.

(2) Broker's Fee. Either our Provider or the insured will pay the broker for
negotiating the sale of the insurance policy. Broker's fees are based on market
conditions and we currently estimate to


                                       15
<PAGE>

be between 4% and 8% of the face amount of the policy. Vermont is currently the
only state which limits broker's fees to 2% of the amount paid to the insured
while other states say it must be a reasonable fee. However, we have assumed the
maximum 8% fee for purposes of the above table. Although we have no agreement or
understanding to acquire an ownership interest in a broker, certain states
permit a Provider or its affiliates to have an ownership interest and we may
acquire such an interest in the future.

(3) Deposit to Premium Escrow Account. The funds in the premium escrow account,
which will be used exclusively to pay policy premiums, are expected to generally
equal the annual premiums of each policy purchased by the Fund for the estimated
life expectancy of the individual insured for each of the three-year life
expectancy in the above example plus an additional two years beyond such
estimated life expectancy. Such escrowed funds will be invested in interest
bearing bank accounts, money market funds, or used to purchase U.S. Treasury
Bills.

(4) Provider's Origination Fee. The fee to be paid to the Provider, which may be
our Provider or another Provider in the secondary market, will be equal to 5% of
the gross proceeds of the Offering.

(5) Our Manager's and/or Third Party Outsourcing Fees. The fees to be paid to
our Manager, who intends to service the policies and monitor the insureds on
behalf of the Fund, will be negotiated and determined by our Manager, and will
equal 5% of the gross proceeds of this offering. Services provided by our
Manager will include: due diligence and policy review, independent medical
review for estimating the life expectancy of the insured, closing costs, which
include legal fees, administering the policy and the investors and monitoring
the life status of the insured.

(6) Selling Commissions. We intend to pay to our Underwriter, at the time of
purchase of insurance policies, a selling commission of 2.5% of the gross
proceeds of the number of units sold by our Underwriter. Our Underwriter may
also negotiate fees to be paid to selected dealers on units sold by them. The
total selling commissions to our Underwriter and selected dealers cannot exceed
10% of the gross proceeds of units sold, which is the maximum fee permitted by
the NASD. To the extent we will pay other selected dealers and foreign entities
more than 2.5% selling commissions, less funds will be available for the
purchase of life insurance policies and other allocations. Broker-dealers, other
than our Underwriter, AmeriFirst Capital Corp., will be paid upon acceptance of
the investor as a member of the Fund unless the broker-dealer agrees to defer
payment.

Investor Accounts and Allocation of Collections

The Fund's assets shall include investor accounts which consist of the operating
escrow account, premium escrow account and a provider escrow account, each of
which shall be established and maintained by our Manager or Provider with
SouthTrust Bank for the benefit of members of the Fund only upon the completion
of the minimum offering of $2,500,000 and the release of the funds from the
escrow agent.


                                       16
<PAGE>

Operating Escrow Account. The operating escrow account shall be established by
the Fund and maintained by our Manager as a segregated, interest bearing money
market escrow account and it shall bear a designation clearly indicating that
the funds deposited therein are held for the benefit of the members and shall be
subject to distribution in accordance with the Fund's Operating Agreement. The
operating escrow account shall contain collections attributable to insurance
policies and funds on hand from the Offering to purchase life insurance
policies, transfer funds to the premium escrow account and provider escrow
account and pay fees to our Manager, Provider and Underwriter. All funds will be
deposited into the operating escrow account after the minimum offering is
completed. Notwithstanding that fact, if a broker-dealer other than our
Underwriter requests payment of selling commissions at the time of acceptance of
an investor as a member of the Fund such fees will be paid then.

Provider Escrow Account. The provider escrow account shall be established by our
Provider and maintained by our servicer as a segregated, interest bearing escrow
account through which the insurance policies are purchased and in certain
instances the referring broker's fee is paid. The funds deposited by the Fund in
this account shall be used by our Provider to purchase life insurance policies
from the insured, when applicable pay the broker's fee to the insured's broker
and pay any other fees assumed with the purchase.

Premium Escrow Account. The premium escrow account shall be established by the
Fund and maintained by our Manager as a segregated interest bearing escrow
account. It shall bear a description clearly indicating that the funds deposited
therein are held in escrow solely to pay premiums for all policies purchased by
the Fund. The amount of premium payments set aside for each policy shall
generally be equal to the annual premiums of each policy purchased by the Fund
for the estimated life expectancy of the insured, plus an additional two years
beyond such estimated life expectancy. Upon liquidation of the Fund, the
remaining premium escrow account shall be transferred in whole to members of the
Fund together with accrued interest thereon.

Distributions from Investor Accounts. Our Manager shall have the revocable
authority to make withdrawals and distributions from, or transfers between, the
investor accounts. Funds on deposit in the operating escrow account, premium
escrow account, and provider escrow account may at all times be invested in
permitted investments, including interest-bearing bank accounts, money market
funds or short-term U.S. treasury bills, provided that any investment shall
mature and the funds shall be available for withdrawal on or prior to the
purchase of any life insurance policy from an insured. Our Manager shall hold
for the benefit of the members the negotiable instruments or securities, if any,
evidencing the permitted investments from the time of purchase until the time of
sale or maturity. Subject to the maturity restrictions set forth above, the Fund
shall instruct the escrow agent, in writing, as to the investment of funds on
deposit in the premium escrow and provider escrow account. If, for any reason,
the Fund does not provide investment instructions to our escrow agent, then the
availability of funds or the balances in the provider escrow account and the
premium escrow account, all investment earnings on the funds shall be deemed not
to be available or on deposit. Our Manager shall not be responsible for any
losses incurred in connection with any permitted investments.

Our Manager is required to deposit immediately or cause to be deposited in the
operating escrow account all collections, which it receives.


                                       17
<PAGE>

Priority of Payments

Upon the maturity of a life insurance policy, a claim is filed with the
insurance company. Once a claim has been paid to the Fund, our Manager shall
deposit the funds into the operating escrow account. Our Manager will then
withdraw from the operating escrow account, to the extent funds are available,
funds for payment to each member's capital contribution and interest based on
their proportionate share of proceeds from life insurance policies. Funds shall
be paid, proportionately, to members on the determination date, which is
generally the fifth day of the month followings the Fund's receipt of proceeds
from an insurance policy.

Capital Calls

In the event that sufficient funds are unavailable to pay any premium on an
insurance policy and an insurance policy would thereby lapse, our Manager shall
have the right to require all members of the Fund to make additional capital
contributions (e.g., a "capital call") of up to six months premiums to insure
that no policy lapses. A capital call to pay a policy premium shall only be made
when the premium escrow account has been exhausted. There will be no other
reserve fund (e.g., a sinking fund) available to pay policy premiums. Our
Manager also has the discretion to make a capital call to cover litigation costs
and any other expenses to preserve the Fund and for which there are insufficient
funds on hand. The members of the Fund will make the capital call in proportion
to their membership interests in the Fund. Capital contributions pursuant to
this provision shall be made within 30 days after receipt of notice from our
Manager of the amount of the contributions. If a member shall default in making
any such capital contribution, the other members of the Fund shall have, with
respect to the defaulted contribution, the right to contribute proportionately
and receive a substantial premium (expected to equal the annual premiums of each
policy purchased by the Fund for the estimated life expectancy of the insured,
plus an additional two years beyond such estimated life expectancy) of the
membership interest attributable to the defaulted capital contribution.

General Description of Different Types of Insurance Policies to be Purchased by
the Fund And Investment Strategies

Our portfolio will consist mainly of the following types of life insurance
policies: whole life insurance, adjustable whole life, universal life insurance,
variable adjustable life insurance, Retired Federal Employees' Group Life
Insurance (FEGLI) and term policies as described in detail below.

o     Whole Life (including joint and survivorship): Whole life insurance offers
      protection for the life of the insured based on a fixed premium payment.
      Policies may provide coverage on a single life or joint lives, either
      first to die or survivorship.


                                       18
<PAGE>

o     Retired Federal Employees Group Life Insurance: The only group life
      insurance which the Fund intends to purchase is Retired Federal Employees
      Group Life Insurance (FEGLI) policies which provide coverage for the life
      of the insured without any termination or decrease in death benefits. An
      absolute assignment will be made so that the Fund will be the only person
      able to make changes on the policy or terminate the policy. Our Manager
      will need to reimburse the insured for premium payments, on a quarterly or
      semi-annual basis as payroll deductions are the only mode available and an
      insured will be required to mail pay stubs to the Fund.

o     Adjustable Whole Life and Combination Whole Life/Term Rider: Adjustable
      whole life and combination whole life/term rider policies can have limited
      guaranteed protection periods, or in the case of combination policies, the
      term portion decreases. In both cases, dividends are used to extend the
      coverage period or purchase paid-up whole life to replace the decrease in
      the amount of term insurance.

o     Flexible Premium Universal Life and Variable Adjustable Life (including
      joint and survivorship): Flexible premium universal life and variable
      adjustable life policies are designed to mature or expire at 95 and beyond
      for specific amounts. Policies may provide coverage on a single life or
      joint lives, either first to die or survivorship.

o     Term Policies (must be convertible or exchangeable): Term policies are
      issued for a specific period and generally expire without a death benefit
      at ages from 90 to 100. We will purchase only those policies with coverage
      periods at least three times the insured's life expectancy. All term
      policies must be convertible or exchangeable, without medical evidence and
      reinstatement of contestability or suicide provisions.

Our Manager intends to follow the following policy origination guidelines in
purchasing life insurance policies through our Provider depending on the type of
life insurance policy purchased, as described above. An explanation of the A.M.
Best ratings appears following the guidelines set forth below.

Policy Origination Guidelines

Our Provider will follow the criteria described below when originating policies.
The number and scope of life insurance policies in the pool that we intend to
create will increase with the amount of proceeds we obtain. Our goal is to
create a diverse pool of life insurance policies owned by medically impaired
persons of all ages, and senior citizens, age 65 and over, to be determined by
medical and insurance underwriting and based on actuarial tables. In any event,
our Manager which is controlled by John Tooke will have sole discretion to
oversee these strategies. We intend to use the following strategies.

o     All insurance carriers in the Fund covering the life settlements must be
      rated A- or better by A.M. Best as discussed in further detail below.

o     We will not invest more than twenty percent of the proceeds of the Fund in
      policies from any one insurance company. To the extent that we sell less
      than $100 million of units, at any


                                       19
<PAGE>

      given time we will use our best efforts to, but may not be able to, stay
      in line with these strategies.

o     We will only purchase policies where the estimated life expectancy of the
      insured is between one and eight years.

o     We will only purchase policies beyond the contestable and suicide periods.

o     We will only purchase group insurance policies from Retired Federal
      Employees' Group Life Insurance.

o     We will not purchase policies where HIV/AIDS is the primary illness or
      condition used in determining the insured's estimated life expectancy.

o     We will require an outside medical review to establish the estimated life
      expectancy for all medically impaired insured's. Also, for policies over
      $$500,000, we will require two medicals and use the average weighted life
      expectancy from the two estimates.

o     We will not purchase more than twenty percent of the policies from one
      specific type of illness (i.e., lung cancer, colon cancer, coronary artery
      disease or pulmonary artery disease, etc.). We will also not purchase more
      than forty percent of the policies from one category of a primary illness
      (i.e. cancer, heart disease, ALS, etc.). To the extent that we sell less
      than $100 million of units, at any given time we will use our best efforts
      to, but may not be able to stay in line with these strategies.

o     The maximum policy size for medically impaired insureds of all ages, and
      seniors, age 65 and older with a life expectancy based solely on actuarial
      tables, is $2.5 million dollars.

o     For seniors, age 65 and older, we have the right to base the estimated
      life expectancy solely on actuarial tables for whole life policies only.
      Mortality projections for Senior Life Settlements (65 years or older) are
      based on the 2001 CSO Mortality Tables for females and males.

o     We will not purchase Universal Life policies that terminate before the
      insured is age 95 or Term policies that terminate prior to age 95 and
      cannot be converted or exchanged to extend the death benefit to age 95.
      All Universal Life and Term policies must have a coverage period of a
      minimum of three times the insured's estimated life expectancy based on
      their age at the time the policy is purchased by the fund until the
      termination date of the policy, or a minimum coverage period of 10 years
      beyond the estimated life expectancy and the termination date, whichever
      is greater.

A.M. Best's Ratings

The objective of the A.M. Best rating system is to provide an overall opinion of
an insurer / insurance company's ability to meet its obligations to
policyholders.


                                       20
<PAGE>

According to A.M. Best, their company ratings are based on three main factors
used to measure an insurer's financial strength and ability to meet obligations
to policyholders, as compared with industry composites. The factors are:

      1.    Balance Sheet Strength

      2.    Operating Performance

      3.    Business Profile

Balance sheet strength is determined by measurement of growth in underwriting,
ratio of premiums written to capital and surplus, capital adequacy ratio, ratio
of capital and surplus to liabilities, ratio of re-insurance expenses to capital
and surplus funds, annual change in capital, capital structure of holding
companies, quality and appropriateness of reinsurance, adequacy of policy
reserves, quality and diversification of assets and various liquidity tests.

Operating performance is centered around the insurer's profitability from
insurance operations, using various tests such as benefits paid as a percentage
of net premiums, commissions and expenses incurred as a percentage of net
premiums written, and return on equity.

Business profile issues analyze the diversification of an insurer as to how the
book of business is spread geographically, by product and distribution. In
addition, A.M. Best analyzes the insurer's market position, management, revenue
composition, insurance market risk, and event risk.

The range of A.M. Best ratings are as follows:

            A.M.                  Best Ratings
            --------              ----------------------------
            A++, A+               Superior
            A, A-                 Excellent
            B++, B+               Very Good B
            B, B-                 Fair
            C++, C+               Marginal
            C, C-                 Weak
            D                     Poor
            E                     Under Regulatory Supervision
            F                     In Liquidation
            S                     Rating Suspended

An A.M. Best rating may be lowered or withdrawn entirely by A.M. Best if, in its
judgment, circumstances so warrant.

Ratings of A+ to A++ are assigned to insurance companies which have, on balance,
superior financial strength, operating performance and market profile when
compared to the standards established by A.M. Best. A.M. Best believes that
these companies have a very strong ability to meet their ongoing obligations to
policyholders. Ratings of A- to A are assigned to insurance


                                       21
<PAGE>

companies which have, on balance, excellent financial strength, operating
performance and market profile when compared to the standards established by
A.M. Best. A.M. Best believes that these companies have a strong ability to meet
their ongoing obligations to policyholders.

Competition

Our Manager believes potential insureds distinguish insurance settlement
companies based on three principal factors:

      o     Price;

      o     Response time; and

      o     Sensitivity and professionalism in dealing with the insured and his
            friends and relatives.

A life settlement company typically determines the price that it is willing to
pay for a life insurance policy principally based upon its estimate of the life
expectancy of the insured and the present value of such policy discounted at a
rate as determined by such life expectancy. Response time is affected by our
Provider's internal ability to meet demand, the cooperation received from the
potential client's insurance company and the insured's doctor and, ultimately,
our Provider's access to capital to fund its purchase of a policy.

Our Manager believes that approximately 50 to 60 life settlement companies
currently operate in the United States. Although lack of traditional funding
sources and high financing costs have limited the industry's growth in the past,
competition has recently increased. The increased competition has contributed to
higher purchase prices and lower original estimated annual rates of return.

Most insurance companies also offer some form of accelerated death benefits to
holders of their policies that are medically impaired, but the costs thereof
vary substantially among such companies. A recent article appearing on The
Northwestern Mutual Life Insurance Company website, states that while insurers
began developing accelerated death benefits only a few years ago, today more
than 200 companies offer people with terminal illnesses accelerated benefits,
protecting over 18 million policyholders. As with any new product, there are
substantial variations in design, cost and coverage. According to "Gay Money
Magazine," accelerated benefits or acceleration often requires a special rider
on an individual's life insurance policy in order to pay part or all of the
policy face amount directly through separate life settlement companies from the
insurer if such individual's doctor signs a statement certifying the insured's
life expectancy is less than 6 or 12 months. Also, most insurers allow
acceleration on only part of policy, often only 25-50%. This is a reflection of
this industry's assumption that life insurance is for those left, not the
living. Of course, this varies among insurers.

An article from insure.com on April 17, 2001, states that most companies require
that the insured's life expectancy be 12 months or less from the time the
insureds applies for accelerated death benefits. Most policies specify that the
insured has a "dread disease" such as a heart attack, life-threatening cancer,
stroke, coronary artery bypass surgery or kidney failure. Some policies


                                       22
<PAGE>

charge the insured a higher premium for the option of accelerating his/her death
benefit. However, there are others that charge only if the benefit is
accelerated, while others do not charge at all. Most life insurance companies
limit the amount of the insured's death benefit he can accelerate, either by
restricting the percentage of his death benefit or the dollar amount that the
insured can receive.

Our Manager believes that insurance companies, on an industry-wide basis, have
not aggressively participated in the market for medically impaired and senior
citizen life settlements or related products or services primarily because of
the undeveloped nature of the market and the potential for public relations
problems for the insurance industry resulting from insurance companies redeeming
policies for less than the death benefit promised to their policyholders.

Given the restrictions typically imposed on the availability of accelerated
death benefits, life settlements have, to date, been an attractive alternative
to accelerated death benefits for insureds. Life settlements can also offer some
people that are medically impaired the opportunity to pursue lifelong goals
while they are still relatively healthy. Although our Manager believes that
insurance companies may continue to be reluctant to enter the life settlement
market, they may reduce their restrictions applicable to accelerated death
benefits, may begin to provide life settlements directly or through separate
settlement companies or may offer other competing products or services on a
broader basis.

Our Manager believes that the Fund will be well-positioned within the life
settlements industry to compete. The Fund intends to establish a reputation in
the industry for providing life settlements in a professional, efficient and
responsible manner. In addition, our Manager believes that it will be able to
establish relationships with other Providers which will provide it with a
competitive advantage. Our Manager also believes that the confidentiality
afforded the insureds by having their policies beneficially owned by the Fund,
which will not disclose any confidential information, will be an additional
incentive for them to do business with our Provider rather than sell their
policies to persons who will hold the policies directly and know confidential
information. Finally, if the Offering is successful, the proceeds from the
Offering will allow our Provider to have significant financial flexibility in
such a fragmented market since it will have more resources which will allow it
to purchase more insurance policies at more favorable prices than if it was only
purchasing policies on an individual basis for one investor rather than for a
pool of investors.

Government Regulation of Life Settlements

We will monitor the progress of new legislation and regulations in each state in
which we purchase policies. However, given the emerging nature of life
settlement regulations, there may be periods in which we may not be in
compliance, or are unable to comply with the effective provisions of each
applicable, statute and regulation.

The Viatical Settlements Model Act was developed by the National Association of
Insurance Commissioners (NAIC) to encourage states to adopt uniform standards to
regulate the life settlements industry. Viatical and life settlements are
regulated by state laws of either the departments of insurance or securities
departments. A number of states have adopted the NAIC


                                       23
<PAGE>

Model Act and others have implemented certain provisions of the NAIC Model Act
in the regulations they have enacted. Set forth below are all material
provisions of the NAIC Model Act, as well as any material state variations, as
follows:

o     Requires life settlement Providers, brokers or investment agents to be in
      compliance with state insurance laws in the state of residence of the
      insured, and specifies the requirements for obtaining a license, where
      applicable, and circumstances under which state regulators may refuse to
      issue, suspend or revoke a license.

o     Requires that life settlement contracts and related disclosure statements
      be submitted and approved by the state insurance regulator prior to use.

o     Requires the licensee to file an annual statement with each state's
      insurance regulator and gives the regulator flexibility regarding the form
      and content of that statement. The reporting requirements for Texas are
      believed to be the most extensive and require an annual report of all
      viatical or life settlement transactions in Texas, and a separate complete
      and accurate annual report of all viatical or life settlement transactions
      for all states in the aggregate. The reports shall contain the information
      set forth in paragraphs as follows: for each viatical or life settlement
      contracted during the reporting period; the date the settlement contract
      was signed by all necessary parties; insurance carriers name, age, life
      expectancy in months, insured's state of residence, face amount of policy,
      net death purchased, estimated total premium to keep policy in force for
      total life expectancy or not applicable because the policy is paid up or
      no premiums are due. Net amount paid to the owner, source of policy, type
      of policy, age of the policy at the time of contract, primary diagnostic
      code at time of settlement contract, type of funding, status as of ending
      date, death if applicable; sold if sold, appoint if appointed to another
      Provider or broker. Where death occurred, unique identifying number, date
      contract signed, age and life expectancy, insured's state or residence,
      net death benefit collected, total amount of premiums paid, net amount
      paid to owner, primary diagnostic code, date of death, difference between
      the actual number of months the insured lived after the date the contract
      was signed, and total life expectancy used by the reporting Provider, name
      and address of each Provider, representative, or broker, from which the
      reporting Provider was referred a policy; name and address of any person
      from which the reporting Provider was referred a policy for which a fee
      was given for referral; name and address of each Provider or broker to
      whom the reporting Provider referred a policy; number of policies reviewed
      and rejected, secondary market purchases as percentage of total policies
      purchased, name and address of any person whom our Provider utilizes to
      perform medical evaluations of any kind relating to life settlors, the
      name and address or any Provider or broker that our Provider utilizes to
      track a life settlor's health status after a settlement contract has been
      signed by all necessary parties, and payment has been made to the owner,
      or to indicate tracking performed by in house employees. The report shall
      not include any confidential information. For those states which require
      financial responsibility, our Provider's net capital will have to be
      verified each year and a bond kept in place.

o     Prohibits any person, including the licensee, in the context of a life
      settlement transaction, with the knowledge of an insured's identity, from
      disclosing that identity or the insured's financial or medical
      information, to any person, unless an exception applies, such as when


                                       24
<PAGE>

      such information is directly related to and necessary to be disclosed for
      the completion of the life settlement contract following the death of the
      insured.

o     Maintains broad procedures where state insurance regulators can examine
      and investigate licensees in the life settlement business and requires
      licensees to keep all records for a period of 5 years.

o     Requires disclosure of information to the insured, including, but not
      limited to: (i) disclose to insured that his or her medical, financial or
      personal information, as given to the life settlement Provider or broker,
      may be disclosed to others in order to effectuate the life settlement,
      (ii) possible alternatives to life settlement contracts, (iii)
      implications of proceeds received from the life settlement (i.e. creditors
      rights to proceeds, any effect on insured's eligibility to receive some
      form of governmental benefit, taxes on proceeds), (iv) name, address and
      telephone number of the life settlement Provider, and (v) the amount and
      method of calculating the broker's compensation.

o     Requires disclosure of information to potential investors (not including
      investors who are accredited investors, a financing entity, a special
      purpose entity, a related Provider trust or a licensee under the NAIC
      Model Act), including, but not limited to: (i) annual rate of return, (ii)
      the risks involved in this investment, including no returns will be
      received until the insured dies and investor will lose all benefits or
      received substantially reduced benefits if the insurer goes out of
      business during the term of the viatical investment, (iii) type of policy
      being viaticated, its current status and any additional benefits in the
      policy, (iv) whether the policy is contestable, and (v) information with
      respect to monitoring the insured's condition and the frequency of such
      monitoring.

o     List general rules relating to the procedure for entering into a life
      settlement contract, and provisions regarding advertising and fraud.

Approximately nineteen regulated states have enacted statutes or adopted or
proposed regulations that establish minimum purchase prices to be paid to the
insured according to the insured's life expectancy. These nineteen states are as
follows: Arkansas, California, Connecticut, Massachusetts, Mississippi, North
Carolina, Tennessee, Washington, Minnesota, Wisconsin, Virginia, Iowa, Nebraska,
Louisiana, Alaska, Oklahoma, Montana, Maine and Vermont. These states generally
provide that if the life expectancy is 0-6 months, at least 75-85% (but
generally 80%) of the face amount of the policy must be paid; 6-12 months, at
least 65-80% (generally 70%) must be paid; 12-18 months, at least 65-75% must be
paid; 18-24 months, at least 60-70% must be paid; 24-30 months, at least 50%-60%
must be paid; 30 months or longer, at least 50% must be paid. Many of these
states reduce the required amounts to be paid for insurance carriers lower than
the 4 highest A.M. Best ratings.

Most states have statutes that regulate conducting a life settlement business.
Many states regulate the life settlement business through their respective
departments of insurance, while others, regulate through their respective
securities departments. Our Provider is in compliance with the laws of the State
of Georgia, which regulates the sale of insurance polices as a security through
the Division of Securities and Business Regulation. Most other states regulate
the purchase,


                                       25
<PAGE>

rather than the sale, of life settlement policies. Our Provider will seek to
become licensed where required or otherwise comply with the laws of all other
states which regulate the purchase and/or sale of life settlement policies.
However, our Provider may not be able to obtain a license in every state when
required, or to renew or prevent revocation of a previously issued license or
approval. Our Provider may be precluded from doing business in any state in
which it is unable to obtain or maintain a required license or otherwise comply
with the insurance or securities laws. In the event our Provider is not licensed
or approved to do business, in a limited number of states it may purchase
policies referred by other licensed Providers.

Although we are not aware of any judicial authority interpreting whether the
life settlement business constitutes conducting an insurance business, some
states may consider life settlements to be an insurance company and preclude the
Fund, which is not an insurance company, from operating in those states.

Most states require each viatical and life settlement company to develop a
written anti-fraud policy, along with an anti-fraud training and education
program. AmeriFirst has established such a written policy and has developed a
training program to educate its employees about the danger of fraud and how to
prevent it, along with a procedure to report any suspected fraud that the
employee may encounter in the normal course of business. If the insurance review
or medical review indicates any material discrepancies that have not been
adequately explained, then the policy must be a "non-bid," and the information
must be immediately forwarded to the Fund's compliance department. Once reported
to the compliance department, incidents of possible fraud will be reviewed, and
if appropriate, reported to the applicable state Department of Insurance.

Employees

As of April 8, 2005, the Fund did not have its own employees. The employees of
our Manager and Provider and their parent, AmeriFirst, will carry out our
operations or will outsource and oversee the services performed by a third party
servicer. As of April 8, 2005, our Manager employed five persons, and
AmeriFirst, our controlling shareholder, employed three persons, all of whom are
full-time employees. They include, John Tooke, the founder and principal of the
Fund, an executive assistant, a senior software architect, in-house legal and
accounting staff, insurance review, policy administration, computer and data
processing personnel, customer service, and administrative assistants. None of
our Manager's employees is covered by a collective bargaining agreement. In
addition, as of April 8, 2005, our Provider employed three persons to handle
policy origination, and our Underwriter employed three persons in broker-dealer
operations. For purposes of illustrating the number of employees of each of our
Manager, AmeriFirst, our Provider and our Underwriter set forth above, John
Tooke, an employee of each of our Manager, Underwriter and AmeriFirst, was
regarded as an employee of each such entity.


                                       26
<PAGE>

Risks Associated with the Fund

An investment in the Fund is subject to significant risks including, without
limitation, the following.

Risks Related to Our Business and Industry

We may not have a viable business because of our lack of an operating history.

The Fund and our Provider were incorporated in 2002, and together with our
Manager, have no operating history. At December 31, 2004, the Fund had no
significant assets. During the year ended December 31, 2004, the Fund determined
that deferred offering cost in the amount of $342,661 was deemed to have no
future benefit. Accordingly, the deferred offering costs were written off.

Furthermore, the life settlements industry is relatively new. There can be no
assurance that life settlements will remain a viable industry or that the Fund
will be able to compete in this industry. See "Competition" above.

There is little, if any, precedent for a public company engaged in the life
settlements industry.

There are very few, if any, public companies engaged in the life settlements
industry. Therefore, there are no models for potential investors to view in
which to compare the proposed operations and future performance of the Fund. The
estimated rate of return on investment is based on the insured's estimated life
expectancy and is not a guaranteed rate of return.

The inability of our Provider to purchase policies will have a material adverse
effect on the Fund.

The Fund will depend upon our Provider for the acquisition of life insurance
policies on behalf of the Fund, either directly from the insured when it is
licensed or not required to be licensed, from other providers, or from a broker
network. There can be no assurance that our Provider will be able to purchase a
sufficient amount of insurance policies to utilize the entire gross proceeds
which may be raised from the Offering of units. In addition, we may have to pay
broker's selling commissions to unaffiliated broker-dealers upon the sale of
units. This would adversely affect the Fund's return on investment if there were
delays in purchasing insurance policies with such net proceeds. If AmeriFirst
Funding Group, Inc. were to cease acting as our Provider of insurance policies,
this would be expected to have a material adverse effect on the Fund's ability
to purchase life insurance policies.

We may not have a viable business because of our inability to generate an
adequate return on investment.

The purchase price of life insurance policies to be paid to the insured is
determined by market conditions of supply and demand and by various state
regulations. In addition, the various fees


                                       27
<PAGE>

when added together are substantial and that, in turn, also reduces the
potential yield to the Fund. There is no precedent for the Fund to know whether
it will be able to balance such objectives while still being able to compensate
the various entities providing services to the Fund.

In order to generate an adequate return on investment, the various related
entities providing services to the Fund may reduce their fees on certain
policies. However, if there are not enough policies available to provide an
adequate return on investment and compensate the various entities, the Fund may
have to terminate its operations.

The loss of services of John Tooke could adversely affect the business and
operations of our Manager and Underwriter.

John Tooke is the chief executive officer and controlling shareholder of our
Manager and Underwriter. Mr. Tooke has no actual experience in the purchase of
life settlements, although he has researched the industry since at least April
2001. An investment in the Fund is substantially dependent on the efforts and
expertise of John Tooke. Until such time as the Fund establishes an operating
history, he is currently irreplaceable. Our Underwriter has a non-compete
provision in its employment contract with John Tooke, should he terminate
employment, which prevents him from engaging in any business, which is
competitive with the business of our Manager and soliciting any past or present
customer or employee of our Manager. Neither the Fund nor any of its affiliated
entities maintains key man life insurance on John Tooke's life and the loss of
his services would be expected to adversely affect the Fund's business and its
affiliated entities' ability to perform their duties and obligations in
connection with the Offering. While other officers of AmeriFirst, the parent
company of our Manager and Underwriter, have significant business experience to
carry on the operations of the Fund, there can be no assurance the Fund will be
able to recover from Mr. Tooke's loss and continue its operations.

Our Manager has no prior track record relating to the sale of life settlements.

We are relying on our Manager to conduct our business. Our Manager has not
commenced operations and we cannot present a track record for our Manager. John
Tooke, the controlling shareholder of our Manager, has experience with the
placement of investor funds in mortgage backed financing. While Mr. Tooke's
prior performance in real estate may give some indication of the future
performance of the Fund, any relevant prior performance of Mr. Tooke's
experience is more than 10 years old and not in his possession. Mr. Tooke has no
experience selling life settlements and thus there is no prior performance data
available.

Members are relying entirely on our Manager to direct the Fund without
independent review.

Members of the Fund will have no right or power to take part in the operations
of the Fund except through the exercise of their limited voting rights described
in the Fund's Operating Agreement. However, the investment and operating
policies of the Fund may change without a vote of members. Potential investors
should not purchase units unless they are willing to trust our Manager to direct
the Fund.


                                       28
<PAGE>

We do not have any of our own employees or facilities and are relying completely
on those of our Manager, our Provider and our Underwriter. Our Manager is our
sole manager and we have no ownership interest in our Manager. Nobody has the
responsibility of making an independent review for us of our Manager's
performance of its duties.

Our Manager has limited assets and will primarily fund its operations from fees
it earns in the purchase of life settlements.

Our Manager has nominal capitalization and intends to fund its operations from
fees it earns in life settlements. If our Manager is unable to meet its
obligations to the Fund in order to enable the Fund to continue its operations,
the Fund's members may be required to vote to replace our Manager. In such
event, the Fund may be required to make a capital call upon members in order to
continue the Fund's operations without interruption.

Conflicts of interests may arise among our Manager, our Provider, our
Underwriter, the Fund and John Tooke, which could adversely affect the
operations of the Fund.

The selection, purchase and servicing of our policies are controlled by our
Manager, all of whose stock is owned by AmeriFirst, 45% of whose capital stock
(including 50% of the voting common stock) is owned by John Tooke. Our Manager
will purchase policies on behalf of the Fund through our Provider, which is also
owned by AmeriFirst, either buying directly from the insured, when it is
licensed or not required to be licensed, from other providers, or utilizing a
broker network. While our Manager has agreed to act within the best interest of
the Fund and its members, the potential value of the Fund's portfolio of
policies will be affected by our Manager's selection of policies. Our Provider
will have conflicts between its duty to the Fund and its own interests. Our
Provider has agreed to sell policies it purchases to the Fund. However, our
Provider may sell, on a non-securitized basis, the life insurance policies it
purchases to other companies that have similar objectives of the Fund and our
Provider may have conflicts of interest in determining which client will
purchase the life insurance policy purchased by our Provider. As beneficial
owner of our Manager, circumstances may arise from time to time which make it
more advantageous to AmeriFirst, and, in turn, John Tooke, to act in the best
interest of either our Manager, rather than in the best interest of the Fund and
its members.

We do not have our own staff and are completely dependent upon our Manager for
management, administration and servicing the policies. Our Manager believes it
has a sufficient staff to be capable of discharging its responsibility to us.
However, there may arise a time in which we are handling a high volume of
policies, and our Manager may not be able to service the policies on a timely
basis. Any delays in servicing our policies could have an adverse effect upon
our operations.

Our Manager, Provider and Underwriter will receive substantial fees in
connection with the transactions described herein. Our Manager and Provider will
each receive their fees based on the gross proceeds of the Offering, regardless
of whether the insured dies within the estimated life expectancy, whereas the
members' return on investment will depend on the insured dying within his
estimated life expectancy. Although we believe that such fees are reasonable,
these


                                       29
<PAGE>

fees are not the result of arm's length negotiations and may create conflicts of
interest among such parties. See "Conflicts of Interest" below.

Our inability to accurately predict estimated life expectancies would adversely
affect our financial results and may lead to payment delays or losses.

The Fund's operations and financial results are dependent on the ability of our
Manager, with the assistance of unaffiliated medical review service companies to
conduct medical reviews through independent physicians, to accurately predict
the estimated life expectancies of the insureds. Life expectancy is a
significant factor in our determination of the purchase price of an insurance
policy. Insureds can live significantly beyond the predicted life expectancy.
Unanticipated delays in the collection of policies, whether caused by
underestimating an insured's life expectancy, or otherwise, could have a
material adverse effect on the Fund's financial results and will reduce the rate
of return to members of the Fund.

Inaccurate forecasting of an insured's life expectancy by our Manager could
result from, among other things:

      o     Advances in medical treatment resulting in deaths occurring later
            than forecasted;

      o     Inaccurate diagnosis or prognosis on medically impaired insureds;

      o     Improved living habits resulting in better health; or

      o     Fraud or misrepresentation by the insured.

We may not have a commercially viable business as a result of competition from
other life settlement companies.

The market for the purchase of life settlements is highly competitive. There are
few substantial barriers to prevent new competitors from entering this market.
The Fund expects to face additional competition from existing competitors and
new market entrants in the future. As a result, we may not be able to compete on
a commercially viable basis. Many competitors may have substantially greater
financial, technical and marketing resources, longer operating histories,
greater name recognition and more established relationships in the industry than
the Fund is expected to have. As a result, some of these competitors may be able
to:

      o     Develop and expand their service offerings more rapidly;

      o     Take advantage of institutional financing and other financing
            opportunities more readily;

      o     Devote greater resources to the marketing and sales of their
            service; and

      o     Adopt more aggressive pricing policies.

We may face additional competition from benefits offered by insurance companies.
Other companies could choose to enter the Fund's target market and devote
greater resources and capital to the acquisition of insurance policies from
insureds. In addition, many major insurance companies now offer medically
impaired policyholders "accelerated benefits" options with their existing or
newly-acquired policies which provide a way for medically impaired policyholders
to


                                       30
<PAGE>

draw on their life insurance benefits before death. The life insurance industry
may become more aggressive in offering such benefits to medically impaired
persons and senior citizens, although we believe insurance companies have
generally offered accelerated death benefits on terms more restrictive than the
terms of life settlements.

Regulation as an investment company may terminate the Fund.

While the Fund may be considered similar to an investment company, it does not
intend to register as such under the Investment Company Act of 1940.
Accordingly, the provisions of such Act, which, among other matters, require
investment companies to have a majority of is interested directors and regulate
the relationship between the investment advisers and the investment company,
will not be applicable in the opinion of Robinson & Cole LLP. If the Fund is
deemed to be an investment company, our Manager may terminate the Fund and
distribute its assets which will affect the Fund's profitability.

We may not be able to recover accounting losses recorded on acquisition of life
settlements.

Pursuant to Financial Accounting Standards Board Technical Bulletin 85-4
"Accounting for Purchases of Life Insurance," acquired policies will be recorded
at their cash surrender value and not at the amount of cash paid for the policy.
This treatment will have a negative impact on our balance sheet as well as our
statement of operations, because we will incur an immediate loss on the
acquisition of a life settlement contract. There is a risk that we may not be
able to recover the losses recorded on the acquisition of life settlements
contracts.

The Fund has no proprietary information or rights to give us a competitive
advantage.

Except for information represented by the existing business relationships of the
Fund's management, the Fund will have no protected or proprietary information.
This means that the Fund will not enjoy a competitive advantage on any protected
basis over other potential industry entrants or over existing life settlement
companies. The Fund is applying to register its name or a depiction thereof
under the federal trademark laws to enjoy protected "brand" recognition for the
securities offered in the Offering.

Risks Related to the Offering

Members may experience a loss in excess of their initial investment.

The Fund will purchase life insurance policies based on the estimated life
expectancy of the individual policy holder. If the insured lives beyond the
estimated life expectancy, the return on investment can become as low as the
initial investment and members may experience a loss in excess of their initial
investment. This would occur if the premium escrow account is exhausted and/or
there are insufficient proceeds from any maturing life insurance policies. The
Fund would have to make a capital call from all members to prevent policies from
lapsing. Once the capital calls exceed the return a members is to receive, the
overall return would be less than an initial investment and members may
experience a loss in excess of their initial investment.


                                       31
<PAGE>

Our Underwriter's lack of experience could adversely effect the business and
operations of the Fund.

Our Underwriter is a newly formed broker-dealer with no prior operating
experience. Furthermore, the management of our Underwriter has no experience in
the offer and sale of units relating to life settlements. Our Underwriter may
also engage other NASD broker-dealers and foreign dealers who agree to abide by
the NASD's rules to sell our units. However, neither we, nor our Underwriter,
have identified any brokers or dealers which will participate in the Offering
and neither of us have any agreement, arrangement or understanding with any such
broker or dealer.

A reduced supply of life insurance policies could adversely affect members' rate
of return.

Changes in the economy and other changed circumstances may result in a reduced
supply of life insurance policies and could result from, among other things:

      o     Improvement in the economy, generating higher investment returns to
            individuals from their investment portfolios;

      o     Improvements in health insurance coverage, limiting the need of
            insureds to use the funds received to pay the cost of their medical
            treatment;

      o     A change in law that requires our Manager to apply more stringent
            credit standards in purchasing life insurance policies; or

      o     The introduction into the market of less reputable third party
            brokers who submit inaccurate information to our Provider on behalf
            of insureds.

If our Provider is not licensed or able to comply with state insurance laws, we
must purchase policies from brokers, none of which are obligated to sell to us.

Our Provider is required to be licensed in the states requiring a license before
it can be permitted to purchase life insurance policies. In addition, it must
comply with the laws of each state which regulates the purchase and/or sale of
insurance policies. Our Provider is in compliance with the laws of the State of
Georgia which regulates the sale of insurance policies as a security through the
Division of Securities and Business Regulation and the Insurance Commissioner
for the State of Georgia. Our Provider will seek to comply with the insurance
laws of all other states which regulate the purchase and/or sale of life
insurance policies. However, our Provider may not be able to comply with every
state's laws, or to renew or prevent revocation of a previously issued license
or approval. Our Provider may be precluded from doing business in any state in
which it is unable to obtain or otherwise maintain a required license or
otherwise comply with the insurance or securities laws of that state. In the
event our Provider is not licensed or approved to do business, it may only
purchase polices referred by other licensed providers or brokers.


                                       32
<PAGE>

Newly issued life insurance policies carry special risks which could decrease
the return on members' investments.

An insurance company may contest the payment of a death benefit or cancel the
life insurance policy should the insured die within a certain time period or
under certain conditions, or should the policy have been obtained fraudulently.
Typically, the time period in which an insurance company can contest an
insurance policy is two years. In the event that an insurance company
successfully contested a policy and did not pay death benefits, the Fund would
incur a loss, which would decrease the return on members' investments. Examples
of reasons to cancel a policy would be if the insured did not truthfully answer
a question on the policy application, or if the insured commits suicide within
the two-year contestability period. The Fund intends to only purchase life
insurance policies, which are beyond their contestability periods. See
"Evaluating the Insured and the Insurance Policy" above.

General risks of types of policies purchased.

Our portfolio will consist mainly of the following types of life insurance
policies: whole life insurance, universal life insurance, variable adjustable
life insurance, Retired Federal Employees Group Life Insurance (FEGLI) and term
policies.

o     Whole life insurance offers protection for the life of the insured based
      on a fixed premium payment. Policies may provide coverage on a single life
      or joint lives, either first to die or survivorship. The greatest risk
      lies with the purchase of whole life contracts from insureds who may
      outlive their estimated maturity dates.

o     Adjustable whole life and combination whole life/term rider policies can
      have limited guaranteed protection periods, or in the case of combination
      policies, the term portion decreases. In both cases, dividends are used to
      extend the coverage period or purchase paid-up whole life to replace the
      decrease in the amount of term insurance. The dividends are not guaranteed
      and the risk is that the insurance carrier would fail to make a dividend
      payment.

o     Flexible premium universal life and variable adjustable life policies are
      designed to mature or expire at 95 and beyond for specific amounts.
      Policies may provide coverage on a single life or joint lives, either
      first to die or survivorship. Insurance costs may become prohibitive at
      higher ages and there is the possibility of the insured outliving the
      coverage.

o     The only group life insurance which the Fund intends to purchase is
      Retired Federal Employees Group Life Insurance (FEGLI) policies which
      provide coverage for the life of the insured without any termination or
      decrease in death benefits. Our Manager will need to reimburse the insured
      on a quarterly or semi-annual basis for premium payments as payroll
      deduction is the only mode available. There is a risk that either the
      government could discontinue this insurance program and terminate the
      policy or the premiums could increase significantly. Either of these
      factors could adversely affect the Fund's investment performance.


                                       33
<PAGE>

o     Term policies are issued for a specific period and generally expire
      without a death benefit at ages from 90 to 100. The risks are that
      premiums become prohibitive and the possibility of the insured outliving
      the coverage.

If only the minimum funds are raised, we will not create a diverse pool of life
insurance policies and members' rate of return will be lower.

Our ability to reduce risk by creating a pool of life insurance policies will be
limited by the amount of funds we raise. If only the minimum $2.5 million is
raised, we will be able to acquire only a few insurance policies and members'
return on investment may be low if we do not predict accurately the life
expectancies of the insureds. Also, we would not necessarily be able to follow
the diversification requirements and strategies described under "General
Description of Different Types of Insurance Policies to be Purchased by the Fund
and Investment Strategies." The pool of life insurance policies will have
different maturity dates and members of the Fund will receive their
proportionate share of an indeterminate cash flow.

We may lack funds to pay policy premiums and members may need to make capital
calls to prevent the lapse of policies.

The Fund will establish a premium escrow account at SouthTrust Bank with
proceeds of the Offering generally equal to the annual premiums of each policy
purchased by the Fund for the estimated life expectancy of the insured, plus an
additional two years beyond such estimated life expectancy, which is believed to
be appropriate and necessary to cover anticipated premiums owed. However, if a
policy lapses, the Fund will suffer a loss equal to the purchase price of the
insurance policy. If the premium escrow account is depleted for any reason,
there is no other reserve fund (e.g., a sinking fund) and the Fund will not be
able to pay premiums on outstanding policies.

If the Fund is unable to make any premium payments or meet any other operating
expenses to preserve the Fund, our Manager will make a capital call (of up to 6
months of premiums) where the members will need to make a proportionate capital
contribution to the Fund. A capital call will not result in higher revenue for
the Fund. Such a contribution would result in lower returns to members of the
Fund. If enough additional capital is not contributed to cover additional
premiums required, the individual policy on the insured's life will lapse. If
less than all of the members contribute to the capital call, those members who
contribute to the capital call will receive a premium to be determined by our
Manager of the membership interest attributable to the defaulted capital
contribution. Those who do not contribute to the capital call will have a
reduced membership interest in the Fund and their return on investment will be
reduced. See "Capital Calls" above.

We can only estimate and cannot guarantee members rate of return.

The actual overall rate of return to members of the Fund can only be determined
at the maturity of the individual policies. We can only estimate and cannot
predict or guarantee members a rate of return. The estimated rate of return is
based on the insured's estimated life expectancy. This estimate is based on
medical and insurance underwriting and actuarial tables. Factors affecting


                                       34
<PAGE>

the accuracy of our estimate include the experience and qualifications of the
medical personnel estimating the life expectancy, the nature and progress of the
insured's illness and the future developments in treatments and cures. If an
insured passes away before the estimated life expectancy, the actual rate of
return will be more than the estimated rate of return, but if the insured dies
after the estimated life expectancy, the actual rate of return will be less than
the estimated life expectancy. The actual rate of return may also be adversely
affected by delays in payment or non-payment by carriers, delays in purchasing
policies, capital calls and policies that terminate or lapse. In addition, we
are attempting to securitize a diverse pool of medically impaired persons of all
ages, and senior citizens, age 65 and older with estimated life expectancies
based solely on actuarial tables. There is little, if any, precedent as a public
company, there can be no meaningful historical data regarding the life
expectancies of an undetermined pool. We have no historical data regarding
losses experienced with life settlements and/or delays experienced in collecting
amounts due under life insurance policies.

The rate of return to members may be lower than expected if the third party
information we receive to predict life expectancy is not accurate.

The rate of return to members of the Fund is highly dependent on our ability to
predict accurately the life expectancy of the insured. In a pool of life
insurance policies, we cannot monitor the insured's medical progress on our own.
The Fund and our Manager must rely on third party information to assess the
accuracy and validity of life insurance policy information. We must rely on
third party medical and actuarial information when estimating the life
expectancies of the insureds. We will rely on life expectancy estimates of
independent physicians who may not have sufficient data available.

We will depend on third party information to predict estimated life
expectancies.

The independent physicians on whom we will rely to assist us in estimating the
life expectancies of the insureds who are medically impaired do not personally
examine any of the insureds. The independent physicians working for the medical
review service companies with whom we have contracted will rely instead on the
insured's medical records and the reports provided to them by the attending
physician with whom they can communicate, as well as on certain actuarial
assumptions.

Cures and advances in medical treatments for the medically impaired will reduce
members' rate of return and the number of persons seeking life settlements.

The development of a cure for, or vaccine against, medical impairment, or the
development of new drugs or other treatments which extend the life expectancy of
individuals with such impairment could have a material adverse effect on the
rate of return to members of the Fund. In addition, such medical developments
would likely reduce the number of individuals seeking life settlements.
Substantial reductions in the cost of treating people who are medically
impaired, including reductions from the development of less costly treatments,
may also reduce the number of individuals seeking life settlements.


                                       35
<PAGE>

Our working capital reserves may not be adequate to meet our obligations.

We intend to maintain small working capital reserves to meet our obligations,
including operating expenses. We will, however, maintain a premium escrow
account to pay life insurance premiums. If we do not have adequate cash
reserves, members of the Fund could suffer a loss of their investment unless we
make a capital call. In the event our Manager cannot or does not pay our
operating costs, it will be necessary to borrow funds, and there can be no
assurance that such borrowing will be on acceptable terms or even available to
us. Such a result may require us to liquidate our investments and abandon our
activities unless we are able to successfully raise the necessary funds in a
capital call.

We will depend on a broker network, but will have no contractual rights to
policies.

Our Provider can only purchase policies referred by other providers or sourcing
brokers unless it becomes a licensed broker and/or purchases an interest in a
broker. No sourcing broker is under a contractual agreement to refer policies to
our Provider, and none is prohibited from referring policies to our competitors.
Sourcing brokers tend to be relatively small independent businesses with limited
capital resources. Therefore, no assurance can be given that relationships with
sourcing brokers can be established or that existing sourcing brokers will
remain in business. In the event that our Provider is not licensed or our
Provider's relationships with the sourcing brokers are not established or cease,
our operations could be adversely affected.

We will have limited assets other than insurance policies.

The Fund does not have any assets nor will it purchase any insurance policies
prior to completing the Offering. The Fund will not be permitted to have any
assets other than interests in life insurance policies and temporary
investments. Therefore, members of the Fund must rely on policies beneficially
owned by the Fund maturing and paying proceeds in order to receive
distributions.

The failure of an insurance company to pay proceeds will reduce distributions to
members.

The value of the collateral of the Fund, which constitutes assignments of life
insurance policies and beneficial interests in the proceeds of such policies, is
directly dependent upon the financial stability of the life insurance companies.
While the Fund intends to purchase life insurance policies only from life
insurance companies rated A- or better by A.M. Best, an established insurance
company may fail or not have enough money to pay the Fund the proceeds upon the
death of the insured. The number of life insurance company insolvencies has been
increasing in recent years, mainly due to poor investment results, inadequate
underwriting or reinsurance, a lack of diversified investments and fraud. If the
insurance company that has issued a policy acquired by the Fund becomes bankrupt
or otherwise defaults in payment to the Fund, the Fund would have less income to
make distributions. Most states have insurance guaranty funds to help liquidate
the obligations of a terminated insurance company, but there can be no assurance
that those funds will be adequate in any one instance.


                                       36
<PAGE>

Delays in payment and non-payment of policy proceeds will reduce potential
profits and distributions to members.

A number of arguments may be addressed by former beneficiaries under a life
insurance policy or by the insurance company issuing a policy to deny or delay
payment to the Fund of the proceeds of a policy following an insured's death,
including arguments related to lack of mental capacity of the insured or
applicable periods of contestability or suicide provisions. Delays for any
reason in the Fund's collection of the face value of a life insurance policy
following the death of the insured could have an adverse effect on the Fund's
profits and distributions. If the death of an insured cannot be verified and no
death certificate can be produced, the insurance company may not pay the
proceeds of a policy until after the passage of a statutory period (usually five
to seven years) for the presumption of death without proof.

Negative effect of increase in interest rates will reduce our profitability.

Changes in interest rates and expectations about changing interest rates will
affect the Fund's business. The Fund's profitability is dependent to a
significant degree on the difference or the spread between the cost of the life
settlements and the face value of its portfolio of policies. An increase in
interest rates may affect the price that our Manager is willing to pay for the
life insurance policies. Any substantial increase in interest rates will result
in either a decrease in the purchase price that our Manager is willing to pay
for insurance policies or a lower spread. If the Fund's purchase prices were to
become significantly lower than its competitor's purchase prices, the number of
policies available to the Fund could decrease. In addition, due to current and
proposed regulations in several states which provide minimum purchase prices for
life insurance policies, our Manager may be unable to decrease its purchase
prices to fully account for the increase in interest rates.

Our compliance with minimum purchase price requirements may significantly reduce
our profitability.

Approximately twenty states have adopted and others are considering the adoption
of legislation that regulates the minimum purchase prices to be paid for life
settlements. The Fund and our Manager will comply with any and all legislation
enacted. Compliance with minimum purchase price requirements may significantly
reduce the Fund's profitability and ability to make distributions. Because
minimum purchase price requirements may prevent the Fund from earning an
acceptable profit margin on the life settlements in its portfolio, such
requirements may force the Fund not to purchase life insurance policies in
states imposing such restrictions.

Delays in purchasing life settlements will reduce our profitability and the
return to members.

The gross proceeds raised from the Offering will be invested in low risk
eligible investments until utilized to purchase life settlements. Such
investments are expected to provide an estimated rate of return of 1-2% per
annum, or a substantially lower rate of return than the Fund anticipates can be
obtained through our procurement of life settlements. Therefore, the Fund
believes that


                                       37
<PAGE>

any delays in investing funds allocated to the purchase of life settlements will
reduce our profitability and the return to the members.

Our inability to track the insured may adversely affect the Fund's financial
performance.

After the Fund has purchased a life settlement from a policy owner, through our
Provider, it must monitor or "track" the insured until he passes away and obtain
documents establishing the insured's death in order to collect under the life
insurance policy. Our Manager will require each insured to furnish information
that should enable adequate tracking and that obligates such insured to inform
our medical review service company periodically of changes in his health status,
and immediately notify our Manager of any change in the insured's residence.
Nevertheless, there is a risk that an insured with whom our Provider has entered
into a contract may become "missing," or that there may be a delay in
ascertaining that an insured has passed away or in obtaining required
documentation needed to claim the insured's death benefit. Either could have a
material adverse effect on the Fund's financial performance. Where permitted by
law, our Manager has hired a consultant, 21st Holdings, LLC, an affiliate of
21st Services, one of our medical review service companies, to track each
insured on a monthly basis. However, some states further limit the frequency
with which the Fund through its tracking firm may contact the insured or obtain
his medical records.

Possible costs relating to and delays attributable to government regulation will
reduce our profitability.

Our Provider will be required to comply with the laws of each state which
regulates the purchase of life insurance policies. In addition, our Underwriter
is registered with the NASD and is regulated by the NASD.

The life settlements industry has been tainted by fraud. Accordingly, industry
groups including the National Association of Insurance Commissioners (NAIC) and
the North American Securities Administrators Association (NASAA) perceived there
to be an industry void and passed a Viatical Settlements Model Act and
subsequent Guidelines Regarding Viatical Investments. A summary of the
provisions of the Viatical Settlements Model Act appear in this report under the
heading "Government Regulation of Life Settlements." In addition to the states
which adopt the NASAA guidelines, other states which license insurance purchases
follow many of the provisions of the Viatical Settlements Model Act. Since the
Securities and Exchange Commission (SEC) does not regulate life settlements,
except in an offering such as the Fund's in which the policies are securitized,
some states treat the sale of life settlements to individuals as the sale of
securities and require registration in such states.

In any event, we will comply with any and all applicable rules and regulations.
At present, we have no reason to believe that we will not be able to comply with
the regulatory and licensing requirements of any particular jurisdiction. There
can be no assurance that in the future there will not be periods when we are not
in compliance with state regulations. Most states regulate life settlements
through their insurance departments, while some states regulate life settlements
through securities administrations. As the Fund enters the marketplace in states
having such


                                       38
<PAGE>

regulations, it will incur significant compliance costs. See "Government
Regulation of Life Settlements" above.

We may be unable to prevent certain fraudulent activities including
clean-sheeting.

One of the fraudulent practices in the life settlements industry has been
referred to as "clean-sheeting." This is when either an insured or his agent
submits an original application for insurance containing false or misleading
information. The Fund does not intend to purchase any life insurance policy
prior to the end of the time period in which an insurance company can contest a
policy or during the suicide period for which an insurance company does not have
to pay the claim, both of which are typically two years. Notwithstanding that
fact, in the event of fraud, if an insurance company will refuse to pay the
claim on a policy which the Fund purchases, the members would lose part of their
investment which would adversely affect the rate of return of the Fund.

Notwithstanding the Fund's above stated policy, there can be no guarantee to
protect members of the Fund from "clean-sheeting." Accordingly, the Fund has
established a written internal anti-fraud policy and an education program for
the Fund's employees to perform proper due diligence to ensure that
clean-sheeting and other fraud has not been committed. If the Fund's employees
suspect possible fraud in the application for an insurance policy or in the
insured's medical records, they will not purchase such policy and are instructed
to report such impropriety to the appropriate insurance authorities. See
"Government Regulation of Life Settlements" above.

Our failure to comply with federal or state securities laws could have a
material adverse effect on the Fund.

Almost all state securities regulators have begun to regulate interests in life
settlements as securities. Some state securities regulators have taken the
position that the sale of an interest in a life settlement is an "investment
contract" that falls within the definition of a "security" under state
securities acts. Some state legislatures have amended state securities acts to
specifically add viatical settlements to the definition of a "security."

With respect to federal law, the D.C. circuit, as well as certain other
circuits, held that interests in viatical and other life settlements are not
securities because profits do not derive predominantly from the efforts of
people other than the investors themselves. S.E.C. v. Life Partners, Inc., 87
F.3d 536 (D.C. Cir. l996). However, by our forming a pool of insurance policies
and offering an undivided interest in the pool, rather than reselling the life
insurance policy itself, we believe the units offered in the Offering would be
deemed to be a security. Our failure to comply with applicable federal or state
securities laws may have a material adverse impact on the Fund. Securities
regulators may impose civil fines or penalties on the Fund and, under certain
circumstances, may require it to make a rescission offer to some or all of its
investors, as a result of which the Fund's financial position could be
materially adversely affected.


                                       39
<PAGE>

Privacy laws and other factors may limit the information the Fund receives about
the insured.

Federal and state privacy laws may limit the information the Fund receives about
the insured after investors invest in the Fund, such as the insured's current
medical condition. In addition, other factors, such as the insured's
unwillingness to cooperate, may limit the information the Fund receives after
investors invest in the Fund.

Being a beneficiary of a policy and not also an owner carries special risks.

The person who buys a life insurance policy is the owner of the policy and
decides who the beneficiaries of the policy will be, that is, who will receive
the death benefit when the owner dies. If the owner sells that policy to our
Provider who then assigns it to the Fund, the members become the owners and
therefore, are entitled to receive the death benefit when the insured dies. Some
states however, will only allow a provider to directly purchase a life insurance
policy and become the owner of the policy, where the Fund would become an
irrevocable beneficiary of the policy.

Group policies carry special risks.

A group policy insures the members of a specific group of people, usually the
employees of a company. The biggest risk for someone who invests in a group
policy is that the policy can be terminated by the employer or the insurance
company. The Fund intends to only purchase group policies of retired Federal
Employees Group Life Insurance (FEGLI).

Sale and transfer of the units is severely restricted and may cause members to
forego the use of their invested funds.

Members are not permitted to sell their units, and members will only be
permitted to withdraw their investment from the Fund commencing one year after
they are accepted as a member in the Fund, at a 15% discount to the principal
amount of their investment. Accordingly, members of the Fund must be prepared to
forego the use of their invested funds until we return members' investments. We
cannot make any distributions to members prior to the maturity of any life
insurance policy which will affect members' liquidity. The timing and frequency
of distributions will depend on the size and scope of the pool of life insurance
policies. Transfer of the units is restricted by the Fund's Operating Agreement.
Members of the Fund may not transfer the units:

o     To persons who do not meet the investor suitability requirements pursuant
      to the Offering;

o     Unless the transfer is approved by our Manager in its sole discretion; or

o     In violation of the securities laws or if the transfer would cause the
      Fund to be a publicly traded partnership.


                                       40
<PAGE>

Investors cannot revoke their subscription and will not have use of their
invested funds.

Once an investor signs the subscription documents and forwards such documents
together with payment for a unit, he will not be able to revoke his
subscription. The offering period can be held open until October 17, 2005,
unless extended, without any subscriptions being accepted if subscriptions in
the amount of the minimum offering are not achieved before then. Accordingly, if
an investor subscribes before we close on the minimum offering, his subscription
amount will be held in escrow, earning a low rate of return and will not be
available to him.

No public market exists for the units and transfer restrictions prevent
assignment of the units.

There is no public market for the units. Therefore, it may not be possible for
members to liquidate their investment in the Fund. In addition, members of the
Fund cannot privately sell, gift, pledge or otherwise transfer their units
without the prior written consent of our Manager. Although a member will be
permitted to withdraw his investment at a 15% reduction to the principal amount
of his investment (less any distributions paid to such member) commencing one
year after such person/entity is accepted as a member of the Fund, such member
will not be able prior to such one year period to sell his units promptly in the
event of a financial emergency or at the price he wants and such member may not
be able to use his units as collateral for a loan. Investors should purchase the
units only with the intent of holding the units until we return their
investments.

Risk of fraud by insureds may adversely affect our operating results.

Although we are required to conduct certain due diligence in advance to buying a
life insurance policy, there is a risk that we will be defrauded. Among other
types of fraud that may exist, an insured may misrepresent the status of his
illness, may fail to disclose all beneficiaries or may sell a policy to more
than one purchaser. In the event that brokers submit inaccurate life settlement
information to our Provider, we may not be able to uncover the presence of
defects through our due diligence. There will be no provisions in the viatical
settlement contracts for any repurchases of policies owned by the Fund and we
may incur losses as a result of such breaches of warranties. If the Fund is
subject to such fraud, our operating results would be expected to be adversely
affected.

Some decisions will be approved by less than all members of the Fund.

A member may be outvoted by other members of the Fund on some key decisions. Set
forth below are actions that require the approval of members, but, except as
indicated, do not require unanimous approval. There may accordingly be
significant changes in our capital structure or management of which all members
do not approve.

Amendment to the Operating Agreement requires the approval of members with
aggregate capital accounts that are a majority of the capital accounts of all
members, except for (i) admission of additional members, which does not require
the approval of the members, or (ii) changes that would increase members
liabilities or decrease their interest in the Fund's income,


                                       41
<PAGE>

gains or distributions, and (iii) early termination of the Fund, which require
approval of all the members.

o     Removal of our Manager in the case of commission of a felony, gross
      negligence or willful misconduct requires the approval of members with
      aggregate capital accounts that are a majority of the capital accounts of
      all members, or removal of our Manager after our Manager has received
      distributions from the Fund that equal 125% of the aggregate expenses
      incurred by our Manager, Provider and Underwriter requires the approval of
      members whose capital accounts exceed two-thirds of all members' capital
      accounts.

o     Approval of the recapitalization, sale of substantially all of the Fund's
      assets, restructuring of the Fund or merger of the Fund with or into
      another entity, that in each case adversely affects the members requires a
      vote of the members whose total capital accounts exceed two-thirds of the
      total of all members' capital accounts at such time.

o     Election of a successor manager, after our Manager has been removed or has
      resigned requires the approval of members with aggregate capital accounts
      that are a majority of the capital accounts of all members.

Our Manager can dissolve the Fund at any time, even if the insurance policies
are sold below cost.

Our Manager can dissolve the Fund at any time. Members can lose a significant
part of their investment if our Manager decides to terminate the Fund when many
of the insurance policies are still outstanding. Our Manager will sell the
insurance policies to be able to distribute cash to the members and it may have
to sell the insurance policies at significant losses.

Tax Risk Factors

General tax risks.

Before making a decision to invest in the Fund, potential investors should
assess the tax risks and their willingness and ability to comply with ongoing
federal income tax filing and compliance requirements. The tax consequences set
forth below are general in nature. Each potential investor should consult with
his own tax professional to assess the tax impact of an investment in the Fund.

If we lose our "partnership" status we would be taxed as a corporation and
deductions otherwise available won't be deductible.

Our counsel, Robinson & Cole LLP, has given the opinion that we will be treated
as a "partnership" for federal income tax purposes and that we will not be
treated as an association taxable as a corporation subject to the
publicly-traded partnership rules discussed below. Counsel notes that a
partnership will be taxed as an association taxable as a corporation if we have
more than 100 members and were a publicly traded partnership. In such event, we
would be taxed on our taxable income at rates of up to 35% for federal income
tax purposes and would thus incur


                                       42
<PAGE>

double taxation. It is counsel's opinion that if the provisions in the Fund's
operating agreement are enforced, they would prevent us from being a publicly
traded partnership and we will be subject to tax as a partnership. All items of
our income, gain, loss, deduction and credit would be reflected only on our tax
returns and would not be passed through to members. If we were treated as a
corporation, distributions to members would be ordinary dividend income to the
extent of our earnings and profits, and the payment of such dividends would not
be deductible by us.

The IRS may challenge our allocations of income, gain, loss, and deduction.

The Fund's Operating Agreement provides for the allocation of income, gain, loss
and deduction among the members. The rules regarding partnership allocations are
complex. It is possible that the IRS could successfully challenge the
allocations in the operating agreement and reallocate items of income, gain,
loss or deduction in a manner which reduces benefits or increases income
allocable to members. In the opinion of counsel, however, the allocation of the
Fund's tax attributes in the Operating Agreement has substantial economic effect
and should be respected.

Members may be taxed on income which exceeds the cash distributions made to
them.

In any year in which we report income or gain in excess of expenses, each member
of the Fund will be required to report his share of such net income on his
personal income tax returns even though such member may have received total cash
distributions which are less than the amount of net income he must report. The
state or locality in which a member is a resident or in which we own properties
may impose income or other taxes on us or on such member's share of our taxable
income.

Although we have been advised by our tax counsel that we should be taxed as a
partnership for federal income tax purposes, some jurisdictions in which we may
do business may impose an entity based tax on our operations. Also, many states
have implemented or are implementing programs to require entities taxed as
partnerships to withhold and pay state income taxes owed by nonresident members.
We may be required to withhold state taxes from cash distributions otherwise
payable to members. These collection and filing requirements at the state or
local level, and the possible imposition of state or local income, franchise or
other taxes on the Fund, may result in increases in our administrative expenses
which would reduce cash available for distribution to members. Members' tax
return filing obligations and expenses may also be increased as a result of
expanded state and local filing obligations. We encourage potential investors to
consult with their own tax advisor on the impact of applicable state and local
taxes and state tax withholding requirements.

All losses from "passive activities" are generally not deductible by a
non-corporate taxpayer, a Subchapter S corporation or a personal service
corporation, except against income derived from "passive activities" of the tax
payer. "Passive activities" are those business activities in which a taxpayer
does not materially participate. A member's investment in the Fund would be
treated as a "passive activity" for purposes of this limitation. Accordingly, so
long as the member maintains his investment in the Fund, such member's share of
the Fund's losses will not be deductible against his salary, active business
income, income from dividends, interest, royalties, and capital


                                       43
<PAGE>

gains from non-business portfolio properties. However, Fund losses, if any,
generally will be deductible from such a member's gain and income from the Fund
or from other passive activities.

Members may deduct losses only to the extent of amounts "At Risk."

Under section 465 of the Internal Revenue Code, losses from certain activities
may be deducted by a taxpayer only to the extent to which the taxpayers is "at
risk" in the activity. Accordingly, the "at risk" rules will apply to a member's
share of the losses from the Fund. Each member initially will be "at risk" only
to the extent of the amount of capital that he contributes to the Fund. In
future years, such amount will be increased to the extent the member recognizes
income from his investment in the Fund or contributes additional cash to the
Fund, and reduced to the extent he has deducted losses or receives cash
distributions from the Fund.

Members will receive partner information tax returns on Form K-1 which could
increase the complexity of their tax returns.

The partner information tax returns on Form K-1, which we will distribute to
members, will contain information regarding the income items and expense items
of the Fund. If a member has not received K-1s from other investments, such
member may find that preparing his tax return may require additional time, or it
may be necessary for him to retain an accountant or other tax preparer, at an
additional expense to him, to assist him in the preparation of his return.

Conflicts of Interest

The relationships among the Fund, our Manager, Underwriter, and John Tooke, may
result in various conflicts of interest. Our Manager, Provider and Underwriter
are each controlled by John Tooke. Our Manager and its officers and directors,
in their capacity as such, are required to exercise their fiduciary duties to
the Fund and its members in a manner they believe will preserve and protect the
rights of the Fund's members. Mr. Tooke has no intention to purchase life
settlements for his own account or for the account of others, other than the
Fund, except on a non-securitized basis.

The paragraphs below describe material conflicts of interest of which we are
aware that may arise in the course of the Fund's operation of our business.

1. Payment of Fees and Expenses. Our Manager, Provider and Underwriter will
receive substantial fees in connection with the Offering and our ongoing
operations.

2. Purchase of Life Insurance Policies from our Provider. The officers and
directors of our Manager, which is controlled by John Tooke through AmeriFirst,
a Delaware holding company, will make all final decisions regarding the life
insurance policies we will purchase. Our Provider is also controlled by John
Tooke through AmeriFirst. Accordingly, although a purchase will be made on terms
no more favorable to our Provider and Underwriter than to other persons, we may
face a conflict of interest in determining whether a life insurance policy is
appropriate for our portfolio. We will acquire many of our life insurance
policies from or through our Provider, either directly from insureds, when it is
licensed or not required to be licensed, or from other


                                       44
<PAGE>

licensed Providers, or from a broker network. Our Manager and Provider will each
receive their fees based on a percentage of the gross proceeds of the Offering,
regardless of whether the insured dies within the estimated life expectancy,
whereas the members' return on investment will depend on the insured dying
within his estimated life expectancy. Although we have no agreement or
understanding to acquire an ownership interest in a broker, certain states
permit a Provider or its affiliates to have an ownership interest and we may
acquire such an interest in the future. Our Provider is in compliance with the
laws of the State of Georgia to conduct life settlement business and will comply
with the laws of all other states which regulate the purchase and/or sale of
insurance policies by the Fund. The brokers will earn brokerage fees on life
insurance policies our Provider purchases through them or from them.
Accordingly, since John Tooke controls our Manager and our Provider, he will
face a conflict of interest in determining whether the life insurance policies
meet our guidelines and are appropriate investments.

3. Non-Arm's Length Agreements. Our agreements and arrangements for compensating
our Manager, Provider and Underwriter and the interest of our Manager in
managing the Fund are not the result of arm's-length negotiations. Additionally,
none of the directors of our Manager, Provider and Underwriter are independent.

4. Competition for the Time and Services of John Tooke. We will rely on our
Manager, Provider and Underwriter and their directors and officers for the
management of our operations. The directors and officers of our Manager,
Provider and Underwriter will devote such time to our affairs and as they
determine in good faith and in compliance with their fiduciary obligations to us
and to our members, to be necessary for our benefit.

Our Manager believes it has sufficient staff to be capable of discharging its
responsibility to us. Our Manager, Provider, Underwriter and their affiliate,
AmeriFirst, had an aggregate of 11 employees as of April 8, 2005, including John
Tooke, a senior software architect, an executive assistant, in-house legal
staff, accounting staff, insurance review, insurance analyst, policy
administration, computer and data processing personnel, customer service,
medical administration and administrative assistants, all of whom are full-time
employees. For purposes of calculating the foregoing number of aggregate
employees, John Tooke, an employee of each of our Manager, Underwriter and
AmeriFirst, was regarded as one employee. Mr. Tooke has in excess of 25 years of
experience in selling mortgage backed securities and other securities. He began
to research the life settlement industry in April 2001, however, he has no
actual experience in purchasing and securitizing life settlement policies. The
staff of our Manager includes one person with 33 years of insurance experience,
and three other persons with between four and six years of experience in the
life settlements industry. Virtually all of our Manager's employees will devote
all of their business time to the Fund's affairs until such time as the offering
is completed.

5. Provider Resells the Life Insurance Policies. Our Provider may also retain or
sell existing life insurance policies purchased by our Provider for itself, or
to other clients on a non-securitized basis, because this satisfies the
objectives of our Provider. Our Provider will base the decision on factors such
as the amount of funds available for investment, yield, portfolio
diversification between medically impaired and senior citizens, insurance
carriers, or other transaction terms.


                                       45
<PAGE>

The Fund and our Provider have entered into an agreement that our Provider may
sell policies to entities other than our Fund only on a non-securitized basis.

6. Lack of Separate Representation. We are represented by the same counsel as
our Manager, Provider and Underwriter and we anticipate that this multiple
representation by our attorneys will continue in the future. If a dispute arises
between us and our Manager, Provider or Underwriter, they will either obtain
separate counsel or facilitate our retaining separate counsel for such matters.
However, we do not anticipate obtaining separate counsel should there be a need
in the future to negotiate or prepare contracts or other agreements between us
and our Manager for services including those set forth in this report, and as a
result these agreements will not reflect arm's length bargaining.

ITEM 2. DESCRIPTION OF PROPERTY.

The Fund does not have its own employees or offices. The employees of our
Manager and Provider and their parent, AmeriFirst, will carry out our operations
at their offices or will outsource and oversee the services performed by a third
party servicer.

Our Manager, Provider, Underwriter and AmeriFirst lease an office together
located at 2015-A Osborne Road St. Marys, Georgia 31558; telephone number (912)
882-8851, at a current monthly rental of $3,938.33. The lease is with a
non-affiliate for five (5) years ending on March 31, 2010. The facility consists
of approximately 4,726 square feet of office space. The Fund's principal office
is located at this Georgia office.

ITEM 3. LEGAL PROCEEDINGS.

None.

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

No matter was submitted to a vote of the members of the Fund, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended December 31, 2004.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

a. There is no established public trading market for the trading of our units.

b. There were 0 unit holders as of April 8, 2005.

c. Each member is entitled to his or her proportionate beneficial interest in
the income to be generated from the pool of life insurance policies. However, we
must first raise a minimum of $2,500,000 in the Offering before we can commence
operations and purchase life insurance policies. The proceeds of the Offering
will be held in an interest bearing escrow account with


                                       46
<PAGE>

SouthTrust Bank until we raise the $2,500,000 minimum. If the minimum amount is
not received by October 17, 2005, unless extended for an additional six months
until April 17, 2006, then all subscription amounts (including interest) will be
returned to all subscribers. Only when we acquire the proceeds from life
insurance policies will members receive a distribution consisting of their
proportionate share of such proceeds. As of April 8, 2005, we have not made any
distributions of income since we have not yet commenced operations.

d. We do not have any compensation plans, including compensation arrangements
under which units of the Fund are authorized for issuance.

Use of Proceeds

On May 14, 2003, our Registration Statement on Form S-1 (Registration No.:
333-98651), as amended, was declared effective with the SEC for the initial
public offering of up to a maximum of 100,000 units of ownership interest in the
Fund at $1,000 per unit for an aggregate purchase price of $100,000,000. Our
Underwriter, an NASD licensed broker-dealer, who is also an affiliate of our
Manager, is offering and selling the units, but it may also engage other NASD
broker-dealers and foreign dealers who agree to abide by the NASD rules to sell
our units. Our Underwriter will receive selling commissions at the time of
purchase of life insurance polices equal to 2.5% of the gross proceeds of the
sale of units by our Underwriter. Our Underwriter may also negotiate fees to be
paid to selected dealers on units sold by them. The total selling commissions to
our Underwriter and selected dealers cannot exceed 10% of the gross proceeds of
units sold, which is the maximum fee permitted by the NASD. As of April 8, 2005,
no units have been sold.

The proceeds of the Offering will be held in an interest bearing escrow account
with SouthTrust Bank until we raise a minimum of $2,500,000. We must receive the
$2,500,000 minimum offering before we can commence operations and purchase life
insurance policies. The gross proceeds of the Offering will be used to: purchase
life insurance policies for less than the face amount of the policy, pay the
referring broker's fee, establish a premium escrow account to make premium
payments on the policies and the balance to pay for all services required in
connection with the policies, including all related fees and all sales
commissions on the units offered in the Offering. Funds that have not yet been
used to make or acquire life insurance policies will be deposited in an
interest-bearing operating escrow account. Investors will be entitled to a
pro-rata share of the short-term interest earned in the operating escrow
account.

AmeriFirst, the holding company controlled by John Tooke, has agreed pursuant to
the Expense Agreement to pay at its own expense, all organizational and offering
expenses of the Offering including without limitation, legal and accounting
expenses, photocopy costs, selling expenses, and filing fees paid to the SEC and
state securities commissions. Accordingly, the Fund will receive all proceeds
from the Offering.

During the fiscal year ended December 31, 2004, an aggregate of $342,661 in
expenses were incurred on the account of the Fund in connection with the
registration statement for the sale of the units, as well as subsequent filings
with the SEC, including without limitation, legal and accounting expenses,
photocopy costs and filing fees paid to the SEC and state securities


                                       47
<PAGE>

commissions. All of such expenses were paid directly to the applicable entities
by AmeriFirst on behalf of the Fund pursuant to the Expense Agreement.

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

Forward Looking Statements

Statements in this Item 6 "Management's Discussion and Analysis or Plan of
Operation" and elsewhere in this report are certain statements which are not
historical or current fact and constitute "forward-looking statements" within
the meaning of such term in Section 27A of the Securities Act of l933 and
Section 21E of the Securities Act of l934. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that could
cause the actual financial or operating results of the Fund to be materially
different from the historical results or from any future results expressed or
implied by such forward-looking statements. Such forward looking statements are
based on our best estimates of future results, performance or achievements,
based on current conditions and our most recent results. In addition to
statements which explicitly describe such risks and uncertainties, readers are
urged to consider statements labeled with the terms "may," "will", potential,"
"opportunity," "believes," "belief," "expects," "intends," "estimates,"
"anticipates" or "plans" to be uncertain and forward- looking. The
forward-looking statements contained herein are also subject generally to other
risks and uncertainties that are described from time to time in the reports and
registration statements of the Fund filed with the Securities and Exchange
Commission.

Background

The Fund was formed in the State of Delaware in April 2002 and reincorporated in
Florida in September 2002 as a Florida limited liability company. The Fund was
formed solely for the restricted, limited purpose of purchasing life insurance
policies at a discount to face value from medically impaired persons of all
ages, and senior citizens, age 65 and older with estimated life expectancies
based solely on actuarial tables, to create a pool of life insurance policies.
We are offering a minimum of 2,500 units and up to a maximum of 100,000 units at
$1,000 per unit. Each member of the Fund is entitled to his or her proportionate
beneficial interest in the income to be generated from the life insurance
policies. As of December 31, 2004, the Fund has not begun its operations. Set
forth below is the Fund's plan of operation for the next twelve months in lieu
of a discussion and analysis of the financial condition and results of
operations of the Fund.

Twelve Month Plan of Operation

As of December 31, 2004 and 2003, the Fund had $254 and $326,509, respectively,
of assets which included $326,509, of deferred financing costs. Total
liabilities of $218,100 as of September 30, 2002, owed by the Fund for
organizational and offering expenses to AmeriFirst, the holding company
controlled by John Tooke, were forgiven by AmeriFirst on February 13, 2003, and
recorded as contributed capital. This occurred pursuant to the Expense Agreement
under which AmeriFirst agreed to pay at its own expense, all


                                       48
<PAGE>

organizational and offering expenses of the Offering including without
limitation, legal and accounting expenses, photocopy costs, selling expenses,
and filing fees paid to the SEC and state securities commissions. Accordingly,
the Fund will receive all proceeds from the Offering. The Fund had total
liabilities of $43,509 as of December 31, 2004, consisting of accrued expenses.
As a result of the foregoing, the Fund had total members' deficiency of $43,255
at December 31, 2004 as compared with total liabilities and members' equity of
$326,509 at December 31, 2003. Total contributed capital from April 22, 2002
(Inception) through December 31, 2004, was $515,743. During the next 12 months,
if we raise at least $2,500,000, we plan to purchase a pool of life insurance
policies, created by the purchase of insurance policies at a discount from the
face amount of the policies from medically impaired persons of all ages, and
senior citizens, age 65 and older with estimated life expectancies based solely
on actuarial tables. Upon raising $2.5 million and the release of such funds
from escrow, our Manager will create a pool of life insurance policies.

Our auditors have included an explanatory paragraph in their report as there is
substantial doubt as to the Fund's ability to continue as a going concern. The
ability of the Fund to continue as a going concern is dependent upon the success
of the Fund to raise the $2,500,000 minimum subscription needed within the
specified time pursuant to the Fund's operating agreement. The financial
statements do not include any disclosures that might be necessary should the
Fund be unable to continue as a going concern.

John Tooke, Chief Executive Officer and controlling shareholder of our Manager
and Underwriter and also controlling shareholder of our Provider, has extensive
experience in investment banking and selling mortgage backed securities.
Although he has no actual experience in purchasing life settlement policies, he
has researched the life settlements industry since at least April 2001 and
conducted all organizational activities necessary for the Fund. Our Manager
intends to service the insurance policies with experienced employees it has
hired, as described below. However, our Manager may outsource any or all of the
non-financial services of servicing the life insurance policies to an
unaffiliated third party servicer to assist us in reviewing each policy, closing
the purchases of such policies, monitoring life status of the insureds and
filing death benefit claims. Our Manager has entered into agreements with four
unaffiliated organizations to conduct its medical due diligence review to
determine estimated life expectancies and with one of such companies to track
the status of the insured. See "Item 1. Description of Business--Medical and
Insurance Due Diligence Review." Neither the Fund nor our Manager, Provider or
Underwriter has entered into any other arrangements, agreements or
understandings with any third parties to act as our servicer. If it did enter
into such an agreement, the Fund would be dependent upon the services of third
parties for its overall success.

We do not anticipate hiring any employees or acquiring any fixed assets like
office equipment or furniture, or incurring material office expenses during the
next twelve (12) months because we will be utilizing our Manager's and its
affiliate's personnel and office equipment. As of April 8, 2005, our Manager and
its affiliate, AmeriFirst, employed 11 persons, including John Tooke, a senior
software architect, in-house legal staff, accounting staff, insurance review,
insurance analyst, policy administration, computer and data processing
personnel, customer service, medical administration and administrative
assistants. For purposes of calculating the foregoing number of aggregate
employees of our Manager and AmeriFirst, John Tooke, an employee of each of our
Manager and AmeriFirst, was regarded as one employee.


                                       49
<PAGE>

Our Manager occupies space at the Fund's offices in St. Marys, Georgia. This
facility is equipped with office furniture, telephones, fax machines, photo
copiers, multiple computers in a server system and whatever else will be needed
to operate. See "Item 1. Description of Business--Our Servicer" for additional
information on our back-up computer system. The fees which we will pay our
Manager as compensation will be in lieu of all other payments for operating
expenses.

The Fund has not committed itself to purchase any life insurance policies, and
has not entered into any arrangements or other transactions other than with our
Underwriter of the Offering and other affiliates, and four unaffiliated medical
review service companies, the latter of which are terminable without penalty
after 90 days. We did not intend to incur any indebtedness at the commencement
of our operations, although we may later establish a line of credit for future
use.

On February 9, 2004, the Fund changed its fiscal year end from September 30th to
December 31st.

Critical Accounting Policy

Recognition For Purchased Life Insurance Policies

We will record our investment in life insurance policies pursuant to Financial
Accounting Standards Board Technical Bulletin 85-4 "Accounting for Purchases of
Life Insurance" ("FTB 85-4"). FTB 85-4 requires the amount to be realized (the
policy's cash surrender value) under the insurance contract to be recorded as an
asset. The change in cash surrender value during the period will be recorded as
an adjustment of premiums paid in determining the expense or income to be
recognized for the period.

The purchase price for life insurance policies (which includes all related
acquisition costs) is expected to be higher than the cash surrender value. We
will record the cash surrender value of the policy as an asset and not the
amount of cash invested in such policy. This accounting policy will have a
negative effect on our balance sheet and an operating loss will be recorded on
the initial purchase of the policy. We expect operating losses during the early
life of the Fund until the benefits under such policies become payable. This
accounting policy should have no effect on the Fund's cash flows and estimated
rate of return per individual insurance policy.

ITEM 7. FINANCIAL STATEMENTS.

The information required under this Item appears in a separate section following
Item 14 of this report.

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

None.


                                       50
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES.

As of December 31, 2004, the Fund's management, including our Manager's Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
the design of the Fund's disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on that
evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that the Fund's disclosure controls and procedures were effective, in
all material respects, to ensure that the information required to be disclosed
in the reports the Fund files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required.

There have been no significant changes (including corrective actions with
regards to significant deficiencies and material weaknesses) in the Fund's
internal controls or in other factors that could significantly affect these
controls subsequent to December 31, 2004.

ITEM 8B. OTHER INFORMATION.

None.

                                    PART III

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

Officers and Directors of the Fund and Our Manager

We do not have any directors or officers. We are managed by AmeriFirst Financial
Services, Inc. The following persons are the executive officers and directors of
our Manager.

Name                   Age        Office
----                   ---        ------
John Tooke             62         Chief Executive Officer and Director
Brittany M. Ellis      30         President, Secretary and Director

John Tooke has been Chief Executive Officer, director and through AmeriFirst,
Inc., shareholder of our Manager since its predecessor's formation in June 2002.
Mr. Tooke also acted as President of our Manager from June 2002 to September
2003. Mr. Tooke has been Chief Executive Officer of our Underwriter, AmeriFirst
Capital Corp., since May 2003 and prior to that time, he served in the same
capacity from October 2002 through May 2003. Mr. Tooke has also been a director
of our Underwriter since October 2002. In addition, Mr. Tooke has been Chief
Executive Officer and director of AmeriFirst, Inc., the parent company of our
Manager, Provider and Underwriter, as well as a controlling shareholder of
AmeriFirst Inc. Mr. Tooke served as Chief Executive Officer of our Provider,
AmeriFirst Funding Group, Inc., from April 2002 through May 2003, and a director
of our Provider from April 2002 through January 2005. Mr. Tooke has been engaged
in negotiations and start-up activities for the Fund and researching the life
settlement industry since April 2001. From 1998, when Mr. Tooke formed the
predecessor to Global Express Securities, Inc. (previously known as First
Florida Securities, Inc.) a member of the NASD, until he sold it in March 2002,
he was president and director of Global Express Securities, Inc. Global Express
Securities, Inc. was originally located in Florida and relocated to Nevada in
2000. The firm specialized in the placement of high yield collateralized


                                       51
<PAGE>

investment products through the sale of public and private securities both to
the retail market and to individual clients. The initial closing for the firm's
sole public offering occurred after Mr. Tooke resigned. It was a best efforts
offering under the name Global Express Capital Real Estate Investment Fund I,
LLC. A permanent receiver was appointed to Global Express Capital Real Estate
Investment Fund I, LLC on December 17, 2003, approximately 21 months after Mr.
Tooke resigned as an officer and director of Global Express Capital Real Estate
Investment Fund I, LLC.

From 1991-1998, Mr. Tooke was employed as a private investor in commercial real
estate projects as a principal for his own account. While he was an investment
banker, Mr. Tooke originated and produced commercial mortgages and sold them to
investors. Any relevant prior performance data of Mr. Tooke's experience is more
than 10 years old and not in his possession. Form 1989 to 1991, Mr. Tooke was
Senior Vice President of Sales and Trading for Drexel Burnham Lambert which sold
and traded multi-family and commercial mortgages and portfolios in the secondary
markets. Form 1984 to 1985, Mr. Tooke was Vice President of Sales and Trading of
Morgan Stanley & Co. where he worked in all aspects of mortgage finance
proposals such as CMO's, mortgage backed bonds and private placements. From 1981
to 1984, Mr. Tooke was a Vice President of Sales and Treading of Merrill Lynch
where he traded whole loans, participation and conventional mortgage backed
securities and analyzed and structured all securitized products. Mr. Tooke holds
NASD Series 7, Series 24, Series 28, and Series 63 securities licenses. Mr.
Tooke is a qualified securities principal. In addition, he is licensed in
Nevada, California, and Florida for the sale of real estate mortgages and
securities.

All of the capital stock of our Manager, Provider and Underwriter is owned by
AmeriFirst, a Delaware holding company. John Tooke owns 45% of the common stock,
Irving Strickstein and Denise Mugerdichian Lachman each own 22.5% of the common
stock and O. Lee Tawes III owns 10% of the common stock, of AmeriFirst. See
"Certain Relationships and Related Transactions."

Brittany M. Ellis has served as President of our Manager since September 2003
and as Secretary and a Director of our Manager since its inception in September
2002. Ms. Ellis is responsible for the management of the Fund, including
overseeing the activities of underwriting and servicing the insurance policies.
Ms. Ellis is also Secretary and a director of AmeriFirst, Inc. since its
inception in August 2002. In addition, Ms. Ellis is Secretary and a member of
the Boards of Directors of AmeriFirst Funding Group, Inc. and AmeriFirst Capital
Corp. Ms. Ellis graduated from Florida Coastal School of Law in May 2002 and is
a member of the Florida bar. Ms. Ellis received her Bachelors degree from the
University of Southern Mississippi in 1997. Prior to her legal career, she
worked in managed services for the Aramark Corporation and Maidpro, Inc. in
Massachusetts. Ms. Ellis holds a NASD Series 7 and a Series 24 securities
license.

Officers and Directors of AmeriFirst, Inc.

All of the capital stock of our Manager, Provider and Underwriter is owned by
AmeriFirst, Inc. John Tooke owns 45% of the common stock, Irving Strickstein and
Denise Mugerdichian Lachman each own 22.5% of the common stock and O. Lee Tawes
III owns 10% of the common


                                       52
<PAGE>

stock, of AmeriFirst. See "Item 12. Certain Relationships and Related
Transactions." The following persons are the officers and directors of
AmeriFirst.

Name                   Age        Officer
----                   ---        -------
John Tooke             62         Chief Executive Officer and Director; Chief
                                  Executive Officer and Director of each of
                                  AmeriFirst Financial Services, Inc., and
                                  AmeriFirst Capital Corp.

Brittany Ellis         30         Secretary and Director; President, Secretary
                                  and Director of AmeriFirst Financial Services,
                                  Inc.; AmeriFirst Financial Services, Inc. and
                                  AmeriFirst Funding Group, Inc.

Irving Strickstein     74         Chairman of the Board of Directors

See "Officers and Directors of the Fund and Our Manager" above for the
biographies of John Tooke and Brittany M. Ellis.

Irving Y. Strickstein has been Chairman of the Board of Directors and a
shareholder of AmeriFirst since November 2002. Since February 1954, Mr.
Strickstein has been a part-owner, officer and director of National Lumber
Company in Warren, Michigan.

Compliance with Section 16(a) of the Exchange Act

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

Code of Ethics

The Fund has not adopted a Code of Ethics as of date of this report. We began
our operations in October 2003, and we are presently conducting an offering of
ownership interest in the Fund and will continue to do so until we raise the
maximum of $100,000,000.

ITEM 10. EXECUTIVE COMPENSATION.

Our Manager is entitled to receive compensation fees for servicing the policies
and monitoring the insureds on behalf of the Fund equal to 5% of the gross
proceeds of the Offering.

In addition, AmeriFirst Inc. and John Tooke entered into an employment agreement
dated as of January 1, 2005 ("Employment Agreement"), whereby Mr. Tooke is
employed as Chief Executive Officer of the Company for a period of two years,
subject to automatic one-year renewal terms. Pursuant to the Employment
Agreement, Mr. Tooke receives a bas salary of $12,500 per month (effective as of
July 1, 2004), which will not be reimbursed from proceeds of the Offering, and
is also entitled to an annual bonus equal to 5% of the net operating income of
AmeriFirst, not to exceed $250,000 per year. Mr. Tooke has also agreed not to
compete with AmeriFirst during the term of, and for a period of twenty-four
months following termination of,


                                       53
<PAGE>

the Employment Agreement. In addition, Mr. Tooke is employed by our Underwriter
under a three-year employment agreement ending on July 31, 2005, pursuant to
which he has agreed not to compete with our Underwriter or its affiliates for a
two-year period following termination of employment.

No other compensation will be paid to our Manager or John Tooke in connection
with the Fund.

Neither our Manager nor its affiliates has received any compensation during our
fiscal year ended December 31, 2004.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

As of April 8, 2005, no person or entity beneficially owns more than 5% of the
ownership interest in the Fund. Our Manager made a $10 contribution to the Fund,
but owns no interest in the Fund. The Fund will be entirely owned by investors.
In addition, Florida law requires that there be one member in connection with
the formation of the Fund as a Florida limited liability company and therefore,
John Tooke was named as a member of the Fund. However, Mr. Tooke does not own
any interest in the Fund and he is not entitled or subject to the rights and
obligations of the investors as members of the Fund as provided in the Operating
Agreement, including, but not limited to, the right to receive distributions or
voting rights. AmeriFirst Financial Services is the manager of the Fund.

All of the capital stock of our Manager, Provider and Underwriter is
beneficially owned by AmeriFirst. The following table sets forth the persons
known to be the beneficial owners of more than 5% of the issued and outstanding
common stock of AmeriFirst as of April 8, 2005.

<TABLE>
<CAPTION>
                                              Percentage of
                             Class A Common   Class A Common   Class B Common   Percentage of   Total Common     Percentage
                             Stock            Stock            Stock            Class B Stock   Stock            of Total Common
                             Beneficially     Beneficially     Beneficially     Beneficially    Beneficially     Stock Beneficially
Name and Address             Owned            Owned *          Owned            Owned *         Owned            Owned*
----------------             --------------   --------------   --------------   -------------   ------------     ------------------
<S>                          <C>              <C>              <C>              <C>             <C>              <C>
John Tooke
AmeriFirst Financial
Services, Inc.
2015-A Osborne Rd.
St. Marys, GA 31558          900              50%              0                0               900              45%

Irving Strickstein
2267 Shankin Drive
Walled Lake, MI 48390        360              20%              90               45%             450 (1)          22.5%

Denise Mugerdichian
Lachman
4460 Dow Ridge
Orchard Lake, MI 48324       360              20%              90               45%             450 (2)          22.5%

O. Lee Tawes III
125 Davids Hill Road
Bedford Hills, NY 10507      180              10%              20               10%             200              10%
</TABLE>


                                       54
<PAGE>

----------
* Based on 1,800 shares of Class A voting common stock and 200 shares of Class B
non-voting common stock issued and outstanding as of April 8, 2005.

(1) From these 450 shares beneficially owned by Irving Strickstein, (a) 108
shares of Class A common stock are held in the Irving Y. Strickstein Revocable
Living Trust dated U/T/A dated September 13, 1984, for which Mr. Strickstein is
the Trustee and has sole voting power, (b) 27 shares of Class B non voting
common stock are held in the Irving Y. Strickstein Revocable Living Trust dated
U/T/A dated September 13, 1984 and (c) 252 shares of Class A voting common stock
and 63 shares of Class B non voting common stock are held in the name of his
four adult children; Mr. Strickstein has voting power as to all 360 shares of
Class A voting common stock pursuant to a Shareholders' Agreement dated October
27, 2003 by and among Irving Y. Strickstein, Trustee of the Irving Y.
Strickstein Revocable Living Trust dated U/T/A dated September 13, 1984, as
amended, Robert C. Strickstein, Susan J. Sadley, Scott D. Strickstein and Tara
N. Strickstein.

(2) These 450 shares are registered in the name of Dow Ridge Associates, LLC, of
which Ms. Lachman is the principle.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Certain relationships exist among the Fund, our Manager, our Provider and our
Underwriter, and the officers, directors and other affiliates of our Manager,
Provider and Underwriter, which may result in various conflicts of interest. See
"Item 1. Description of Business--Conflicts of Interest."

Although each of our Manager, Provider and Underwriter will have their own
independent employees, John Tooke is the sole director of our Underwriter, and
is also one of two directors of our Manager, neither of which is independent.
Only the parent company, AmeriFirst, has independent directors serving on its
board of directors. In January 2005, Mr. Tooke resigned as director of the
Provider.

AmeriFirst, Inc. is a Delaware holding company incorporated on August 19, 2002,
45% of whose capital stock is owned by John Tooke, 22.5% is owned by Irving
Strickstein, 22.5% is beneficially owned by Denise Mugerdichian Lachman and 10%
is owned by O. Lee Tawes III. AmeriFirst owns all of the capital stock of our
Manager, Provider and Underwriter.

On November 1, 2002, John G. Tooke loaned to AmeriFirst $250,000, as evidenced
by a loan agreement and promissory note (the "2002 Tooke Loan"). In
consideration of the 2002 Tooke


                                       55
<PAGE>

Loan, John Tooke received 1000 shares (50%) of the common stock of AmeriFirst
and a proportionate equity interest in any affiliates or subsidiaries of
AmeriFirst, but not the net operating income of the Fund.

On November 1, 2002, Irving Strickstein, through his corporation, I.Y.S. III,
LLC ("IYS") loaned to AmeriFirst $500,000, as evidenced by a loan agreement and
promissory note (the "2002 Strickstein Loan"). In consideration of the 2002
Strickstein Loan, I.Y.S. received 500 shares (25%) of the common stock of
AmeriFirst and a proportionate equity interest in any affiliates or subsidiaries
of AmeriFirst, but not the net operating income of the Fund. The 2002
Strickstein Loan was amended and restated pursuant to the recapitalization of
AmeriFirst as described in further detail below.

On November 1, 2002, Denise Mugerdichian Lachman, through her corporation Dow
Ridge Associates, LLC ("Dow Ridge"), loaned to AmeriFirst $500,000, as evidenced
by a loan agreement and promissory note (the "2002 Lachman Loan"). In
consideration of the 2002 Lachman Loan, Lachman received 500 shares (25%) of the
common stock of AmeriFirst and a proportionate equity interest in any affiliates
or subsidiaries of AmeriFirst, but not the net operating income of the Fund. The
2002 Lachman Loan was amended and restated pursuant to the recapitalization of
AmeriFirst as described in further detail below.

On February 13, 2003, as restated on December 23, 2003, AmeriFirst entered into
the Expense Agreement with the Fund whereby AmeriFirst agreed to forgive
approximately $218,100 of expenses, which were incurred on the Fund's behalf. In
addition, AmeriFirst agreed that the Fund would not have to repay any additional
offering expenses paid by AmeriFirst, as well as expenses incurred for
subsequent filings of the Fund with the SEC.

Pursuant to a Shareholders' Agreement dated October 27, 2003 by and among Irving
Y. Strickstein ("Mr. Strickstein"), Trustee of Irving Y. Strickstein Revocable
Living Trust U/T/A dated September 13, 1984, Robert C. Strickstein, Susan J.
Sadley, Scott D. Strickstein and Tara N. Strickstein, Mr. Strickstein
distributed shares of Class A voting common stock and shares of Class B
non-voting common stock of AmeriFirst beneficially owned by him as follows: (i)
90 (5%) shares of Class A voting common stock and 22.5 (11.25%) shares of Class
B common stock to Robert C. Strickstein; (ii) 90 (5%) shares of Class A voting
common stock and 22.5 (11.25%) shares of Class B common stock to Susan J. Sadley
Revocable Trust U/A/D 02/17/04, (iii) 36 (2%) shares of Class A voting common
stock and 9 (4.5%) shares of Class B common stock to Scott D. Strickstein; (iv)
36 (2%) shares of Class A voting common stock and 9 (4.5%) shares of Class B
common stock to Tara N. Strickstein, and (v) 108 (6%) shares of Class A voting
common stock and 27 (13.5%) shares of Class B common stock to the Irving Y.
Strickstein Revocable Living Trust U/T/A dated September 13, 1984 (collectively,
"Strickstein"). Mr. Strickstein retained the voting rights to all Class A voting
common stock distributed pursuant to this agreement.

John Tooke, Strickstein, Denise Mugerdichian Lachman and O. Lee Tawes entered
into a Recapitalization Agreement dated as of December 31, 2004 with AmeriFirst,
Inc. whereby John Tooke, Strickstein and Denise Mugerdichian Lachman each agreed
to reduce their existing equity interest in AmeriFirst to provide equity
incentive to O. Lee Tawes in exchange for new


                                       56
<PAGE>

financing for AmeriFirst. In connection with the recapitalization, (i) all
issued and outstanding shares of capital stock of AmeriFirst were surrendered to
the Company and cancelled (ii) the issuance of Class B common stock was
authorized, (iii) new shares of Class A voting common stock and Class B
non-voting common stock were issued, as discussed in further detail below (Also,
see Item 11--Security Ownership of Certain Beneficial Owners and Management),
(iv) AmeriFirst obtained additional financing from O. Lee Tawes as discussed in
further detail below and (v) the 2002 Strickstein Loan and the 2002 Lachman Loan
were amended and restated, effective December 31, 2004, as discussed in further
detail below, and (v) an amended and restated stockholder's agreement was
entered into by the stockholders of AmeriFirst.

In connection with the recapitalization of AmeriFirst, John Tooke was issued 900
(50%) shares of Class A voting common stock of AmeriFirst.

In connection with the recapitalization of AmeriFirst, O. Lee Tawes loaned to
AmeriFirst $600,000 as evidenced by a loan agreement dated July 9, 2004 (the
"Tawes Loan"). In consideration of the Tawes Loan, AmeriFirst issued to Mr.
Tawes 180 (10%) shares of its Class A voting common stock and 20 (10%) shares of
its Class B common stock for an aggregate purchase price of $200.00. The Class A
and Class B common shares issued to O. Lee Tawes are registered in the name of
"O. Lee Tawes III." The Tawes Loan is subordinate to the Operational Loans (as
defined below).

On December 31, 2004, the 2002 Strickstein Loan was amended and restated to
provide for a loan to AmeriFirst in the aggregate principal amount $1,635,000,
as evidenced by an Amended and Restated Consolidated Promissory Note (the
"Strickstein Loan"). In addition, on December 31, 2004, AmeriFirst executed and
delivered to IYS a promissory note in the principal amount of $150,000, in
renewal of loans in the amounts of (i) $50,000 made by IYS to AmeriFirst on June
10, 2004, and (ii) $100,000 made by IYS to AmeriFirst on December 30, 2004 (the
"2004 IYS Loan") with a maturity date of July 1, 2006 as evidenced by an Amended
and Restated Consolidated Promissory Note. Also on December 31, 2004, AmeriFirst
executed and delivered to IYS an Amended and Restated Consolidated Promissory
Note in the principal amount of $705,000 evidencing its obligations under a
certain Loan Agreement and Note dated October 28, 2002 (the "Infinity Loan"). In
consideration of the Strickstein Loan, the 2004 IYS Loan and the Infinity Loan,
AmeriFirst issued to Mr. Strickstein 360 (20%) shares of its Class A voting
common stock and 90 (45%) shares of its Class B non-voting common stock. The
2004 IYS loan shall be paid first with priority over all Operational Loans (as
defined below). The Infinity Loan shall be paid subordinate to the 2004 IYS
loan. The Strickstein Loan shall be paid subordinate to all Operational Loans.
Mr. Strickstein has also extended to AmeriFirst a line of credit in the
principal amount of $775,000 ("Strickstein Line of Credit")

On December 31, 2004, the 2002 Lachman Loan was amended and restated to provide
for a loan to AmeriFirst in the aggregate principal amount $675,000, as
evidenced by an Amended and Restated Consolidated Promissory Note (the "Lachman
Loan"). In consideration of the Lachman Loan, AmeriFirst issued to Denise
Mugerdichian Lachman 360 (20%) shares of its Class A voting common stock and 90
(45%) shares of its Class B common stock. The Lachman Loan shall be paid as
follows (i) $125,000 shall be paid fourth in the priority of payment of


                                       57
<PAGE>

Operational Loans (as defined below), (ii) $200,000 shall be paid sixth in the
priority of payment of Operational Loans, and (iii) $350,000 shall be
subordinate to the Operational Loans.

The payment of principal and interest of the 2002 Tooke Loan, the Tawes Loan,
the Strickstein Loan, the 2004 IYS Loan, the Infinity Loan, the Lachman Loan and
the Strickstein Line of Credit (collectively, the "Notes") bear interest at 1%
over the prime rate charged by Comerica Bank.

AmeriFirst will apply 100% of its NOI (as defined below), less three (3) months
of working capital to the repayment of the:*

      1.    2004 IYS Loan

      2.    Infinity Loan.

      3.    2002 Tooke Loan

      4.    Lachman Loan in the amount of $125,000

      5.    Strickstein Loan in the amount of $125,000

      6.    Lachman Loan in the amount of $200,000

* NOI means an amount equal to the net operating income of AmeriFirst,
determined in accordance with regulatory accounting principles, as applicable.

Following the total repayment of items 1-6 above, known as "Operational Loans",
50% of the NOI will be used to pay the following "Non-Operational Loans"
(repayment priority is at the discretion of IYS) as follows:

      1.    Strickstein Loan in the amount of $1,635,000.

      2.    Strickstein Line of Credit.

      3.    Lachman Loan in the amount of $350,000.

ITEM 13. EXHIBITS.

Exhibit No.       Description
-----------       -----------

3.1               Articles of Organization. (Incorporated by reference to
                  Exhibit 3.1 to Amendment No. 2 to Registrant's Registration
                  Statement on Form S-1, filed on January 15, 2003)

4.1               Operating Agreement of AmeriFirst Fund I, LLC, dated as of May
                  13, 2003. (Incorporated by reference to Exhibit B to Amendment
                  No. 9 to Registrant's Registration Statement on Form S-1,
                  filed on May 13, 2003)

10.1              Subscription Escrow Agreement by and among AmeriFirst Fund I,
                  LLC, AmeriFirst Capital Corp. and SouthTrust Bank.
                  (Incorporated by reference to Exhibit 10.1 to Amendment No. 2
                  to Registrant's Registration Statement on Form S-1, filed on
                  January 15, 2003)


                                       58
<PAGE>

10.2              Employment Agreement between AmeriFirst Capital Corp. and John
                  Tooke. (Incorporated by reference to Exhibit 10.3 to
                  Registrant's Registration Statement on Form S-1, filed on
                  August 23, 2002)

10.3              Form of Life Settlement Contract. (Incorporated by reference
                  to Exhibit 10.3 to Amendment No. 2 to Registrant's
                  Registration Statement on Form S-1, filed on January 15, 2003)

10.4              Sublease Agreement effective September 4, 2002 by and between
                  Life Settlements Service Corp. and AmeriFirst Capital Corp.
                  (Incorporated by reference to Exhibit 10.4 to Amendment No. 2
                  to Registrant's Registration Statement on Form S-1, filed on
                  January 15, 2003)

10.5              Letter Agreement between AmeriFirst Fund I, LLC and AmeriFirst
                  Funding Group, Inc. dated December 26, 2002. (Incorporated by
                  reference to Exhibit 10.6 to Amendment No. 2 to Registrant's
                  Registration Statement on Form S-1, filed on January 15, 2003)

10.6              Consulting Agreement between AmeriFirst Financial Services,
                  Inc. and 21st Services, dated as of November 1, 2002.
                  (Incorporated by reference to Exhibit 10.7 to Amendment No. 3
                  to Registrant's Registration Statement on Form S-1, filed on
                  February 20, 2003)

10.7              Consulting Agreement between AmeriFirst Financial Services,
                  Inc. and Fasano Associates, Inc., dated as of November 1,
                  2002. (Incorporated by reference to Exhibit 10.8 to Amendment
                  No. 3 to Registrant's Registration Statement on Form S-1,
                  filed on February 20, 2003)

10.8              Consulting Agreement between AmeriFirst Financial Services,
                  Inc. and Systems for Advanced Risk Analysis, L.P., dated as of
                  November 1, 2002. (Incorporated by reference to Exhibit 10.9
                  to Amendment No. 3 to Registrant's Registration Statement on
                  Form S-1, filed on February 20, 2003)

10.9              Consulting Agreement between AmeriFirst Financial Services,
                  Inc. and American Viatical Services, dated February 12, 2003.
                  (Incorporated by reference to Exhibit 10.10 to Amendment No. 3
                  to Registrant's Registration Statement on Form S-1, filed on
                  February 20, 2003.)

10.10             Servicing Agreement dated May 14, 2003 by and between
                  AmeriFirst Financial Services, Inc. and 21st Holdings, LLC.
                  (Incorporated by reference to Exhibit 10.12 to Post-Effective
                  Amendment No. 1 to Registrant's Registration Statement on Form
                  S-1, filed on May 15, 2003)

10.11             Amendment No. 1 dated as of December 23, 2003, to Subscription
                  Escrow Agreement by and among AmeriFirst Fund I, LLC,
                  AmeriFirst Capital Corp. and


                                       59
<PAGE>

                  SouthTrust Bank. (Incorporated by reference to Exhibit 10.11
                  to Registrant's annual report on Form 10-KSB for its fiscal
                  year ended December 31, 2003)

10.12             Restated Expense Agreement dated as of December 23, 2003 by
                  and between AmeriFirst Fund I, LLC and AmeriFirst, Inc.
                  (Incorporated by reference to Exhibit 10.12 to Registrant's
                  Form 10-KSB for its fiscal year ended December 31, 2003)

10.13             Loan Agreement ($250,000) dated as of November 1, 2002 by and
                  between AmeriFirst, Inc. and John Tooke. (Filed Herewith)

10.14             Promissory Note ($250,000) dated November 1, 2002 by
                  AmeriFirst, Inc. in favor of John Tooke. (Filed Herewith)

10.15             Recapitalization Agreement dated as of December 31, 2004 by
                  and among John G. Tooke; Irving Y. Strickstein, as Trustee of
                  the Irving Strickstein Revocable Living Trust U/T/A dated
                  9/13/84, Robert C. Strickstein, Susan J. Sadley Revocable
                  Trust U/A/D 2/17/04, Scott D. Strickstein and Tara N.
                  Strickstein; Denise Mugerdichian Lachman, O. Lee Tawes III and
                  AmeriFirst, Inc. (Filed Herewith)

10.16             Loan Agreement ($600,000) dated as of July 9, 2004 by and
                  between AmeriFirst, Inc. and Lee Tawes. (Filed Herewith)

10.17             Promissory Note ($600,000) dated July 9, 2004 by AmeriFirst,
                  Inc. in favor of Lee Tawes. (Filed Herewith)

10.18             Amended and Restated Consolidated Promissory Note ($1,635,000)
                  dated December 31, 2004 by AmeriFirst, Inc. in favor of Irving
                  Strickstein Revocable Living Trust. (Filed Herewith)

10.19             Amended and Restated Consolidated Promissory Note ($150,000)
                  dated December 31, 2004 by AmeriFirst, Inc. in favor of Irving
                  Strickstein Revocable Living Trust. (Filed Herewith)

10.20             Amended and Restated Consolidated Promissory Note ($705,000)
                  dated December 31, 2004 by AmeriFirst, Inc. in favor of Irving
                  Strickstein Revocable Living Trust (amends and restates that
                  certain October 28, 2002 Loan Agreement and Note). (Filed
                  Herewith)

10.21             Amended and Restated Consolidated Promissory Note ($675,000)
                  dated December 31, 2004 by AmeriFirst, Inc. in favor of Denise
                  M. Lachman. (Filed Herewith)

10.22             Amended and Restated Stockholders' Agreement dated as of
                  December 31, 2004 by and among AmeriFirst, Inc. and the
                  undersigned shareholders.


                                       60
<PAGE>

10.23             Employment Agreement dated as of January 1, 2005 by and
                  between AmeriFirst, Inc. and John G. Tooke. (Filed Herewith)

31.1              Certification of the Chief Executive Officer and Chief
                  Financial Officer required by Rule 13a-14(a) or Rule
                  15d-14(a). (Filed Herewith)

32.1              Certification of the Chief Executive Officer and Chief
                  Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b)
                  and 18 U.S.C. 1350. (Filed Herewith)

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table sets forth the fees billed by our independent accountants
for each of our last two fiscal years for the categories of services indicated.

                                                   Year Ended December 31,
Category                                            2004            2003
--------------------------------------------------------------------------------
Audit fees (1)                                    $21,250         $24,849
--------------------------------------------------------------------------------
Audit-related fees (2)                            $    --         $ 5,078
--------------------------------------------------------------------------------
Tax fees (3)                                      $    --         $   617
--------------------------------------------------------------------------------
All other fees (4)                                $    --         $ 3,641

1)    Consists of fees billed for the audit of our annual financial statements,
      review of financial statements included in our Quarterly Reports on Form
      10-Q and services that are normally provided by the accountant in
      connection with statutory and regulatory filings or engagements.

(2)   Consists of assurance and related services that are reasonably related to
      the performance of the audit and reviews of our financial statements and
      are not included in "audit fees" in this table. The services provided by
      our accountants within this category consisted of advice relating to SEC
      matters.

(3)   Consists of professional services rendered by a company aligned with our
      principal accountant for tax compliance, tax advice and tax planning.

(4)   Consists of assistance and issuance of consent in connection with S-1 and
      Post Effective Amendments.


                                       61
<PAGE>

                             AMERIFIRST FUND I, LLC
                         (A Development Stage Company)

                                    CONTENTS
--------------------------------------------------------------------------------

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     F-1

FINANCIAL STATEMENTS

   Balance Sheets as of December 31, 2004 and 2003                          F-2

   Statements of Operations and Member's (Deficiency) Equity                F-3
        For the Three Months Ended December 31, 2002 (Unaudited), for
        the Three Months ended December 31, 2003 transition period
        (Audited), the Years Ended December 31, 2004 (Audited),
        September 30, 2003 (Audited) and Cumulative from April 22,
        2002 (inception) through December 31, 2004 (Audited)

   Statements of Cash Flows                                                 F-4
        For the Three Months Ended December 31, 2002 (Unaudited), for
        the Three Months ended December 31, 2003 transition period
        (Audited), the Years Ended December 31, 2004 (Audited),
        September 20, 2003 (Audited) and Cumulative from April 22,
        2002 (inception) through December 31, 2004 (Audited)

NOTES TO FINANCIAL STATEMENTS                                               F-5


                                       62
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
AmeriFirst Fund I, LLC

We have audited the  accompanying  balance  sheets of  AmeriFirst  Fund I LLC (a
development stage company) (the "Company") as of December 31, 2004 and 2003, and
the related  statements of operations,  member's  (deficiency)  equity, and cash
flows for the year end  December  31,  2004 and the  three  month  period  ended
December 31, 2003,  and for the year ended  September  30, 2003,  and the period
April 22, 2002 (Inception) through December 31, 2004. 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 audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   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 statement referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2004
and 2003 and the related statements of operations, member's (deficiency) equity,
and cash flows for the year end  December  31, 2004 and the three  month  period
ended  December 31, 2003,  and for the year ended  September  30, 2003,  and the
period April 22, 2002 (Inception)  through December 31, 2004, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying  financial statements have been prepared assuming that the Fund
will  continue  as a going  concern.  As  discussed  in Note 3 to the  financial
statements,  the  Fund is a  development  stage  company  and has not yet  begun
operations nor raised any funds to fund such operations.  These conditions raise
substantial  doubt about the Fund's ability to continue as a going concern.  The
financial  statements do not include any disclosures  that might result from the
outcome of this uncertainty.

/s/ Marcum & Kliegman LLP

Marcum & Kliegman LLP
New York, NY
April 5, 2005


                                      F-1
<PAGE>

                             AMERIFIRST FUND I, LLC.
                          (A Development Stage Company)

                                 BALANCE SHEETS

                           December 31, 2004 and 2003

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

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

Cash                                                       $    254     $     --
Deferred offering costs                                          --     $326,509
                                                           --------     --------
            TOTAL ASSETS                                   $    254     $326,509
                                                           ========     ========

                  LIABILITIES AND MEMBER'S (DEFICIENCY) EQUITY

Accrued expenses                                           $ 43,509     $ 11,075
                                                           --------     --------

            TOTAL LIABILITIES                              $ 43,509     $ 11,075
                                                           ========     ========

COMMITMENTS AND CONTINGENCIES

MEMBER'S (DEFICIENCY) EQUITY ACCUMULATED
  (DEFICIT) DURING THE DEVELOPMENT STAGE                   $(43,253)    $315,434
                                                           --------     --------

TOTAL LIABILITIES AND MEMBER'S (DEFICIENCY) EQUITY         $    254     $326,509
                                                           ========     ========

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


                                      F-2
<PAGE>

                             AMERIFIRST FUND I, LLC
                          (A Development Stage Company)

            STATEMENTS OF OPERATIONS AND MEMBER'S (DEFICIENCY) EQUITY

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

<TABLE>
<CAPTION>
                                 Three Months Ended   Three Months Ended                           Year Ended      Cumulative from
                                    December 31,       December 31, 2003       Year Ended        September 30,      April 22, 2002
                                        2002           Transition Period    December 31, 2004         2003           (Inception)
                                    (Unaudited)            (Audited)            (Audited)          (Audited)          (Audited)
                                    -----------            ---------            ---------          ---------          ---------
<S>                                  <C>                   <C>                   <C>               <C>                 <C>
REVENUES FROM POLICIES
HELD IN TRUST                        $      --             $      --             $      --         $      --           $      --

EXPENSES                             $      --             $  32,485             $  91,703         $  57,767           $ 216,337

IMPAIRMENT CHARGE                    $      --             $      --             $ 342,661         $      --           $ 342,661
                                     ---------             ---------             ---------         ---------           ---------
Net Loss                             $      --             $ (32,485)            $(434,364)        $ (57,767)          $(558,998)

MEMBER'S (DEFICIENCY)
EQUITY - Beginning                   $ (34,382)            $ 313,350             $ 315,434         $ (34,382)          $      --

Contributions of Capital             $      --             $  34,569             $  75,675         $ 405,499           $ 515,743
                                     ---------             ---------             ---------         ---------           ---------

MEMBER'S (DEFICIENCY)
EQUITY - Ending                      $ (34,382)            $ 315,434             $ (43,255)        $ 313,350           $ (42,255)
                                     =========             =========             =========         =========           =========
</TABLE>

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


                                      F-3
<PAGE>

                             AMERIFIRST FUND I, LLC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

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

<TABLE>
<CAPTION>
                                                        Three Months
                                                       Ended December                          Year Ended        Cumulative from
                                Three Months Ended        31, 2003          Year Ended        September 30,       April 22, 2002
                                December 31, 2002    Transition Period   December 31, 2004        2003             (Inception)
                                   (Unaudited)            (Audited)          (Audited)         (Audited)            (Audited)
                                   -----------            ---------          ---------         ---------            ---------
<S>                                 <C>                   <C>                <C>               <C>                  <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
    Net Loss                        $      --             $ (32,485)         $(434,364)        $ (57,767)           $(558,998)
    Changes in operating assets
      and liabilities:
    Accrued Expenses                $ 183,718             $  (2,084)         $  32,434         $  13,159            $  43,509
    Impairment Charge               $      --             $      --          $ 342,661         $      --            $ 342,661
                                    ---------             ---------          ---------         ---------            ---------

NET CASH FROM
OPERATING ACTIVITIES                $ 183,718             $ (34,569)         $ (59,269)        $ (44,608)           $(172,828)

CASH FLOWS FROM
INVESTING ACTIVITIES                $      --             $      --          $      --         $      --            $      --
                                    ---------             ---------          ---------         ---------            ---------

CASH FLOWS FROM
FINANCING ACTIVITIES
    Contributions of Capital        $      --             $  34,569          $  75,675         $ 187,399            $ 515,743
    Advance from Related Party      $      --             $      --          $      --         $      --            $      --
    Deferred Offering Costs         $(183,718)            $      --          $ (16,152)        $(142,791)           $(342,661)

NET CASH PROVIDED FROM
FINANCING ACTIVITIES                $(183,718)            $  34,569          $  59,523         $  44,608            $ 173,082
                                    ---------             ---------          ---------         ---------            ---------

NET INCREASE IN CASH                $      --             $      --                254         $      --            $     254

CASH - Beginning                    $      --             $      --          $      --         $      --            $      --

CASH - Ending                       $      --             $      --                254         $      --            $     254
                                    =========             =========          =========         =========            =========
</TABLE>

Non Cash Investing and Financing Activities

On February 13, 2003, the Fund converted $218,100 due to a related party to
contributed capital pursuant to an expense agreement (See Note 4).

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


                                      F-4
<PAGE>

                             AMERIFIRST FUND I, LLC
                          (A Development Stage Company)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1 - Formation, Nature of Business, and Management Plans

AmeriFirst Fund I, LLC (the "Fund") was organized on April 22, 2002 to offer
units in a securitized pool of life insurance policies. The Fund will provide
living benefits to medically impaired persons of all ages and senior citizens,
age 65 and older with life expectancies based solely on actuarial tables in
exchange for ownership of their life insurance policies. A life settlement is
the payment of cash in return for an assignment of ownership or beneficial
interest in, and the right to receive the face value of a life insurance policy.
The Fund will purchase life insurance policies from AmeriFirst Funding Group,
Inc. (the "Provider"), a related party. The Provider will assign and/or transfer
beneficial interest to the Fund.

The Provider will originate policy purchases directly from the insured if
licensed as a broker, through other providers, or through an unaffiliated broker
network and transfer ownership or irrevocable beneficial interest to the Fund.
In addition, the Fund's principal offices will be located at the principal
offices of the Provider.

The Fund's Manager, AmeriFirst Financial Services, Inc. (the "Manager"), along
with the Provider or other licensed providers, will determine the amount paid
for an insurance policy based on various factors, including the estimated life
expectancy of the insured, the estimated premiums payable under the policy over
the expected life of the insured and certain other costs of the life settlement.
The Fund's existence ends on December 31, 2027, unless liquidated sooner.

NOTE 2 - Significant Accounting Policies

Income Taxes

The Fund is a Florida limited liability company ("LLC"). The members of an LLC
are taxed on their proportionate share of the Fund's taxable income.
Accordingly, no provision or liability for Federal income taxes has been
included in the financial statements.

Use of Estimates

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

Deferred Offering Costs

Deferred offering costs in the amount of $342,661 include incremental costs
directly attributable to the public offering discussed in Note 3. At December
31, 2004, the Fund determined that these costs had no future benefit.
Accordingly, the Fund wrote off the deferred financing costs, which is shown as
an impairment on the statement of operations.


                                      F-5
<PAGE>

Revenue Recognition for Investment in Insurance Policies

The Company recognizes revenue on its investment in life insurance policies in
accordance with the Financial Accounting Standards Board Technical Bulletin 85-4
"Accounting for Purchases of Life Insurance" ("FTB No. 85-4"). At the
acquisition date of a policy the difference between the cost of the policy
(including all related acquisition cost) and the policy's cash surrender value
will be expensed. Premiums on such policies will be charged to expense as
incurred. Revenue will be recognized upon an increase in the policies' cash
surrender value. When a policy's benefit becomes payable, the Company will
recognize revenue for the difference between the benefit to be received and cash
surrender value. At December 31, 2004 and 2003, the Fund held no investments in
life insurance policies.

New Accounting Pronouncements

In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard ("SFAS") No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity"
("SFAS 150"), which is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. SFAS 150 establishes
standards for how an issuer classifies and measures certain financial
instruments with characteristics of both liabilities and equity. It requires
that an issuer classify a financial instrument that is within its scope as a
liability. The adoption of SFAS 150 did not have a material effect on the
Company's financial statements.

In January 2003, FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"), an interpretation of Accounting Research
Bulletin No. 51. FIN 46 expands upon and strengthens existing accounting
guidance that addresses when a company should include in its financial
statements the assets, liabilities and activities of another entity. A variable
interest entity is any legal structure used for business purposes that either
does not provide sufficient financial resources for the entity to be
consolidated by a company if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. The consolidation
requirements of FIN 46 apply immediately to variable interest entities created
after January 31, 2003. The consolidation requirements apply to older entities
in the first fiscal year or interim period beginning after June 15, 2003.
However, on October 8, 2003, FASB deferred the latest date by which all public
entities must apply FIN 46 to the first reporting period ended after December
15, 2004. The adoption of FIN 46 did not have a material effect on the Fund's
financial statements.

NOTE 3 - Going Concern

The Fund has not commenced principal operations as of April 8, 2005. The Fund
will be offering and selling to the public a minimum of 2,500 units and up to a
maximum of 100,000 units at $1,000 per unit, with an initial minimum investment
of 100 units (the "Offering"). The units are being distributed on a "best
efforts" basis by AmeriFirst Capital Corp., an affiliate of the Manager and
Provider. The proceeds of this offering will be held in escrow with a Bank until
the $2,500,000 minimum amount is received. If the minimum amount is not received
by October 17, 2005, unless extended for an additional six months until April
17, 2006, then all subscription amounts (including interest), will be returned
to all subscribers. The Fund has not raised any monies from this Offering. These
factors raise substantial doubt as to the Fund's ability to continue as a going
concern. The ability of the Fund to continue as a going concern is dependent
upon the success of the Fund to raise the $2,500,000 minimum subscription needed
within the specified time pursuant to the Fund's operating agreement. The
financial statements do not include any disclosures that might be necessary
should the Fund be unable to continue as a going concern.


                                      F-6
<PAGE>

NOTE 4 - Related Parties

(A) As discussed in Note 1, AmeriFirst, Inc. ("AmeriFirst") through its wholly
owned subsidiaries, AmeriFirst Funding Group, Inc. and AmeriFirst Financial
Services, Inc., will be the Fund's Provider of insurance policies and Manager,
respectively. The Provider will originate policy purchase directly from the
insured if licensed as a broker, through other providers, or through an
unaffiliated broker network and transfer ownership or irrevocable beneficial
interest to the Fund. The Manager will negotiate the Provider's fees for
providing policies to the Fund at the time of each transaction.

AmeriFirst, through its wholly owned subsidiary, AmeriFirst Capital Corp. (the
Underwriter"), will act as the primary underwriter of the Offering (See Note 3).

John Tooke is the Chief Executive Officer and controlling shareholder of our
Manager, Provider and Underwriter and may be deemed to be a founder and /or
promoter of the Fund.

(B) On February 13, 2003, the Fund and AmeriFirst entered into an expense
agreement, as restated on December 23, 2003 (the "Agreement"). Such Agreement
provides that the Fund is not required to repay amounts due to AmeriFirst
arising from organizational and offering expenses incurred on its behalf by
AmeriFirst, or for services rendered by AmeriFirst to the Fund through the date
of the Agreement. In addition, AmeriFirst will not charge the Fund for
organizational and offering expenses incurred on its behalf by AmeriFirst for
services rendered to the Fund subsequent to February 13, 2003.The Fund recorded
the cumulative effect of this Agreement as a contribution to capital in the
amount of $515,743 through December 31, 2004. Subsequent to December 31, 2004
the Fund received $75,675 of contributions from AmeriFirst for organizational
and offering expenses and deferred financing costs incurred by the Fund. The
Fund recorded the monies received as contributed capital.


                                      F-7
<PAGE>

                                   SIGNATURES

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

Dated: April 14, 2005                   AMERIFIRST FUND I, LLC

                                        By: AmeriFirst Financial Services, Inc.,
                                        Manager

                                        /s/ John Tooke
                                        ----------------------------------------
                                        John Tooke
                                        Chief Executive Officer
                                        (Principal Executive Officer and
                                        Principal Financial Officer)

      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

/s/ John Tooke             Chief Executive Officer,               April 14, 2005
------------------------   Chief Financial Officer
John Tooke                 (Principal Executive Officer
                           and Principal Financial Officer)
                           and Director of Manager

/s/ Brittany Ellis         President, Secretary and Director      April 14, 2005
------------------------   of Manager
Brittany M. Ellis


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<PAGE>

                                  EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

3.1               Articles of Organization. (Incorporated by reference to
                  Exhibit 3.1 to Amendment No. 2 to Registrant's Registration
                  Statement on Form S-1, filed on January 15, 2003)

4.1               Operating Agreement of AmeriFirst Fund I, LLC, dated as of May
                  13, 2003. (Incorporated by reference to Exhibit B to Amendment
                  No. 9 to Registrant's Registration Statement on Form S-1,
                  filed on May 13, 2003)

10.1              Subscription Escrow Agreement by and among AmeriFirst Fund I,
                  LLC, AmeriFirst Capital Corp. and SouthTrust Bank.
                  (Incorporated by reference to Exhibit 10.1 to Amendment No. 2
                  to Registrant's Registration Statement on Form S-1, filed on
                  January 15, 2003)

10.2              Employment Agreement between AmeriFirst Capital Corp. and John
                  Tooke. (Incorporated by reference to Exhibit 10.3 to
                  Registrant's Registration Statement on Form S-1, filed on
                  August 23, 2002)

10.3              Form of Life Settlement Contract. (Incorporated by reference
                  to Exhibit 10.3 to Amendment No. 2 to Registrant's
                  Registration Statement on Form S-1, filed on January 15, 2003)

10.4              Sublease Agreement effective September 4, 2002 by and between
                  Life Settlements Service Corp. and AmeriFirst Capital Corp.
                  (Incorporated by reference to Exhibit 10.4 to Amendment No. 2
                  to Registrant's Registration Statement on Form S-1, filed on
                  January 15, 2003)

10.5              Letter Agreement between AmeriFirst Fund I, LLC and AmeriFirst
                  Funding Group, Inc. dated December 26, 2002. (Incorporated by
                  reference to Exhibit 10.6 to Amendment No. 2 to Registrant's
                  Registration Statement on Form S-1, filed on January 15, 2003)

10.6              Consulting Agreement between AmeriFirst Financial Services,
                  Inc. and 21st Services, dated as of November 1, 2002.
                  (Incorporated by reference to Exhibit 10.7 to Amendment No. 3
                  to Registrant's Registration Statement on Form S-1, filed on
                  February 20, 2003)

10.7              Consulting Agreement between AmeriFirst Financial Services,
                  Inc. and Fasano Associates, Inc., dated as of November 1,
                  2002. (Incorporated by reference to Exhibit 10.8 to Amendment
                  No. 3 to Registrant's Registration Statement on Form S-1,
                  filed on February 20, 2003)


                                       64
<PAGE>

10.8              Consulting Agreement between AmeriFirst Financial Services,
                  Inc. and Systems for Advanced Risk Analysis, L.P., dated as of
                  November 1, 2002. (Incorporated by reference to Exhibit 10.9
                  to Amendment No. 3 to Registrant's Registration Statement on
                  Form S-1, filed on February 20, 2003)

10.9              Consulting Agreement between AmeriFirst Financial Services,
                  Inc. and American Viatical Services, dated February 12, 2003.
                  (Incorporated by reference to Exhibit 10.10 to Amendment No. 3
                  to Registrant's Registration Statement on Form S-1, filed on
                  February 20, 2003.)

10.10             Servicing Agreement dated May 14, 2003 by and between
                  AmeriFirst Financial Services, Inc. and 21st Holdings, LLC.
                  (Incorporated by reference to Exhibit 10.12 to Post-Effective
                  Amendment No. 1 to Registrant's Registration Statement on Form
                  S-1, filed on May 15, 2003)

10.11             Amendment No. 1 dated as of December 23, 2003, to Subscription
                  Escrow Agreement by and among AmeriFirst Fund I, LLC,
                  AmeriFirst Capital Corp. and SouthTrust Bank. (Incorporated by
                  reference to Exhibit 10.11 to Registrant's annual report on
                  Form 10-KSB for its fiscal year ended December 31, 2003)

10.12             Restated Expense Agreement dated as of December 23, 2003 by
                  and between AmeriFirst Fund I, LLC and AmeriFirst, Inc.
                  (Incorporated by reference to Exhibit 10.12 to Registrant's
                  Form 10-KSB for its fiscal year ended December 31, 2003)

31.1              Certification of the Chief Executive Officer and Chief
                  Financial Officer required by Rule 13a-14(a) or Rule
                  15d-14(a). (Filed Herewith)

32.1              Certification of the Chief Executive Officer and Chief
                  Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b)
                  and 18 U.S.C. 1350. (Filed Herewith)


                                       65