SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006

                        Commission File Number 333-74396


                           JPC CAPITAL PARTNERS, INC.

                 (Name of Small Business Issuer in Its Charter)


                    Delaware                              58-2451191
            ------------------------------            -------------------
        (State or Other Jurisdiction of                (I.R.S. Employer
         Incorporation or Organization)               Identification No.)



       3440 Preston Ridge Road, Suite 600
              Alpharetta, GA 30005                      (770) 521-1330
    ----------------------------------------      ---------------------------
    (Address of Principal Executive Offices)      (Issuer's Telephone Number,
                                                      Including Area Code)




           Securities registered under Section 12(b) of the Act: NONE

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

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended (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 if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

The issuer's revenues for the fiscal year ended December 31, 2006 were $726,105

The aggregate market value of the voting stock outstanding, based upon the
average bid and ask prices on March 15, 2007 was $1,858,303. The number of
shares of Common Stock of the issuer outstanding as of March 15, 2007 was
24,796,546.


<PAGE>


                                TABLE OF CONTENTS
                                                                        Page No.
              Forward-Looking Statements                                      3

PART  I

Item 1.       Description of Business                                         4
Item 2.       Description of Property                                         6
Item 3.       Legal Proceedings                                               6
Item 4.       Submission of Matters to a Vote of Security Holders             7

PART II

Item 5.       Market for Common Equity and Related Stockholder Matters        7
Item 6.       Management's Discussion and Analysis or Plan of Operations      8
Item 7.       Financial Statements                                           11

Item 8.       Changes In and Disagreements With Accountants on Accounting
              and Financial                                                  24
              Disclosure

Item 8.a.     Controls and Procedures                                        24

PART III

Item 9.       Directors and Executive Officers of the Registrant             24
Item 10.      Executive Compensation                                         26
Item 11.      Security Ownership of Certain Beneficial Owners and
              Management and Related                                         28
              Stockholder Matters
Item 12.      Certain Relationships and Related Transactions                 29
Item 13.      Exhibits                                                       30
Item 14.      Principal Accountant Fees and Services                         31

              Signatures and certifications                                  32



<PAGE>

                           FORWARD-LOOKING STATEMENTS

The following information provides cautionary statements under the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. We identify
important factors that could cause our actual results to differ materially from
those projected in forward-looking statements we make in this report or in other
documents that reference this report. All statements that express, or involve
discussions as to, expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, identified through the use
of words or phrases such as we or our management believes, expects, anticipates,
hopes, words or phrases such as will result, are expected to, will continue, is
anticipated, estimated, projection and outlook, and words of similar import) are
not statements of historical facts and may be forward-looking. These
forward-looking statements are based largely on our expectations and are subject
to a number of risks and uncertainties including, but not limited to, economic,
competitive, regulatory, growth strategies, available financing and other
factors discussed elsewhere in this report and in the documents filed by us with
the Securities and Exchange Commission ("SEC"). Many of these factors are beyond
our control. Actual results could differ materially from the forward-looking
statements we make in this report or in other documents that reference this
report. In light of these risks and uncertainties, there can be no assurance
that the results anticipated in the forward-looking information contained in
this report or other documents that reference this report will, in fact, occur.

These forward-looking statements involve estimates, assumptions and
uncertainties, and, accordingly, actual results could differ materially from
those expressed in the forward-looking statements. These uncertainties include,
among others, the following: (1) the inability of our firm to successfully
market our consulting service; (2) increased competition from other financial
services firms; (3) technological changes that hinder our ability to assist
client companies; and (4) our inability to acquire additional capital.

Any forward-looking statement speaks only as of the date on which such statement
is made, and we undertake no obligation to update any forward-looking statement
or statements to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events. New
factors emerge from time to time and it is not possible for our management to
predict all of such factors, nor can our management asses the impact of each
such factor on the business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.

                                       -3-

<PAGE>

                                     PART I

ITEM 1.  Business

General

JPC Capital Partners, Inc. (The "Company") is registered with the Securities and
Exchange Commission as a broker/dealer under the Securities Exchange Act of 1934
and is a member of the National Association of Securities Dealers, Inc. The
Company was formed on April 26, 1999. The primary service the Company provides
is the opportunity for public companies to raise capital through the sale of
equity positions in the private market ( private placement). The Company also
provides financial consulting services.

The Company was organized in 1999 to perform the private placement transactions
via the Internet, with the Company essentially introducing the buyer (investor)
to the seller (client). The Company would earn a flat fee of 4% of the funds
raised by the seller. The Company would not clear, transfer or hold any
securities. The transfer of any securities sold would be arranged between the
buyer and the seller. The Company employed this strategy in 1999 and 2000, but
had little success. In February 2001 the Company shifted to a new more
traditional strategy of identifying potential sellers and buyers of securities.
This strategy involved more research, more personal contact with potential
sellers and more referrals through other firms and individuals in the securities
business. In December 2001, the Company applied to the Securities and Exchange
Commission to have its Common Stock quoted on the Over-the-Counter Bulletin
Board ("OTCBB") market. In February 2003, fifteen months after application,
approval was given and the Company subsequently was assigned the symbol "CFNC".
The stock began trading in May 2003 on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. under that symbol.

In January 2004, the Company hired James P. Canouse, Scott C. Martin, and
Jeffrey M. Canouse to initiate a more traditional marketing program for private
placement transactions. They had previously worked for J.P. Carey Securities,
Inc., a related party.

In July 2004, the Company changed its name to JPC Capital Partners, Inc. to
emphasize the service the Company could provide. Subsequently the Company was
assigned a new trading symbol "JPCI.OB".

Retail Brokerage Operation

Beginning in 2001 the Company had offered retail brokerage services. To support
this business the Company maintained a clearing arrangement with Fiserv
Securities, Inc. Philadelphia, PA. Under the membership agreement with the NASD,
the Company was required to maintain a minimum net capital balance of $100,000
pursuant to SEC Rule 15c3-1(a)(2)(ii). Since the Company decided to focus its
efforts on the private placement financing business, it amended the membership
agreement with the NASD in 2004, and reduced the required capital level to
$5,000. The Company also closed the clearing arrangement with Fiserv Securities,
Inc. and terminated its contract with NASDAQ for data services and online access
to the stock markets. These actions effectively suspended the retail brokerage
operation.

Government Regulation

Our business is subject to extensive regulation applicable to the securities
industry in the United States and elsewhere. Regulatory bodies throughout the
entire world, as a matter of public policy, are charged with safeguarding the
integrity of the securities and other financial markets, with assuring that
information provided to investors by public firms issuing securities is complete
and reliable, and with protecting the interests of individual customers
participating in those markets.

Noncompliance with regulations could result in a firm being closed down, fined
or both. Our business, and the securities industry generally, is subject to
extensive regulation at both the federal and state level by various regulatory
agencies which are charged with protecting the interests of customers.
Self-regulatory organizations such as the National Association of Securities
Dealers, Inc., known as the "NASD," and state

                                       -4-

<PAGE>

securities commissions require strict compliance with their respective rules and
regulations. Failure to comply with any of these laws, rules and regulations
could result in fines, suspensions, expulsion from the industry, or criminal
prosecution. Certain regulatory bodies perform audits or other procedures to
ensure compliance with their rules and regulations. Our failure to comply with
regulations could result in the termination of our business. In addition, new
legislation, changes in rules promulgated by the Commission and self-regulatory
organizations, or changes in the interpretation or enforcement of existing laws
and rules, may directly affect the mode of operation and profitability of
broker-dealers.

In the United States, the SEC is the federal agency responsible for the
administration of the federal securities laws. In general, broker-dealers are
required to register with the SEC under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Under the Exchange Act, every registered
broker-dealer that does business with the public is required to be a member of
and is subject to the rules of the NASD. The NASD administers qualification
testing for all securities principals and registered representatives for its own
account and on behalf of the state securities authorities. JPC Capital Partners,
Inc. is a broker-dealer registered with the SEC and is a member of the NASD. Our
broker-dealer is also subject to regulation under state law. We are currently
registered as a broker-dealer in 28 states.

Competition

All aspects of our business are highly competitive. We compete or will compete
directly with numerous other securities brokers and dealers, investment banking
firms, investment advisors, leveraged buyout firms, venture funds and,
indirectly for investment funds, with commercial banks. Many of our competitors
have substantially greater capital and other resources than do we. Many
commercial banks offer a variety of investment banking services.

The securities industry has become considerably more concentrated and more
competitive in recent years as numerous securities firms have either ceased
operations or have been acquired by or merged into other firms. In addition,
companies not engaged primarily in the securities business, but having
substantial financial resources, have acquired leading securities firms. These
developments have increased competition from firms with greater capital
resources than those of JPC Capital Partners, Inc.

The securities industry has experienced substantial commission discounting by
broker-dealers competing for institutional and individual brokerage and
investment banking business, including many offering deeply discounted
commission rates on the Internet.

We plan on competing in this marketplace by:

o  developing placements that best serve the needs of small public companies;
o  being responsive and providing advice that assists small public companies to
   succeed;
o  negotiating competitive yet affordable fee arrangements;
o  providing services on a timely basis; and
o  taking advantage of our contacts in the investment management community.

No assurances can be given that we will be successful in implementing our plan.

Effect of Net Capital Requirements

As a registered broker-dealer and member of the NASD, JPC Capital Partners, Inc.
is subject to the Uniform Net Capital Rule under the Exchange Act. The Uniform
Net Capital Rule, which specifies minimum net capital requirements for
registered broker-dealers, is designed to measure the general financial
integrity and liquidity of a broker-dealer, and requires that at least a minimum
part of its assets be kept in relatively liquid form. In general, net capital is
defined as net worth (assets minus liabilities), plus qualifying subordinated
borrowings and certain discretionary liabilities, less certain mandatory
deductions that result from excluding assets that are not readily convertible
into cash and from valuing conservatively certain other assets. Among these
deductions are adjustments (called haircuts), which reflect the possibility of a
decline in the market value of an asset prior to disposition.

                                       -5-

<PAGE>

Failure to maintain the required net capital may subject a firm to suspension or
revocation of registration by the SEC, suspension or expulsion by the NASD and
other regulatory bodies and ultimately could require the firm's liquidation. The
Uniform Net Capital Rule prohibits payments of dividends, redemption of stock,
the prepayment of subordinated indebtedness and the making of any unsecured
advance or loan to a shareholder, employee or affiliate, if the payment would
reduce the firm's net capital below a certain level. If a broker-dealer engages
in firm commitment underwriting, their net capital requirements will
significantly increase. The SEC and the NASD impose rules that require
notification when net capital falls below certain predefined criteria, dictate
the ratio of debt to equity in the regulatory capital composition of a
broker-dealer, and constrain the ability of a broker-dealer to expand its
business under certain circumstances.
The Uniform Net Capital Rule and NASD rules require prior notice to the SEC and
the NASD for certain withdrawals of capital and also provide that the SEC may
restrict for up to 20 business days any withdrawal of equity capital, or
unsecured loans or advances to shareholders, employees or affiliates if the
capital withdrawal, together with all other net capital withdrawals during a
30-day period, exceeds 30% of excess net capital and the SEC concludes that the
capital withdrawal may be detrimental to the financial integrity of the
broker-dealer.

In addition, the Uniform Net Capital Rule provides that the total outstanding
principal amount of a broker-dealer's indebtedness under certain subordination
agreements, the proceeds of which are included in its net capital, may not
exceed 70% of the sum of the outstanding principal amount of all subordinated
indebtedness included in net capital, par or stated value of capital stock, paid
in capital in excess of par, retained earnings and other capital accounts for a
period in excess of 90 days. A change in the Uniform Net Capital Rule, the
imposition of new rules or any unusually large charge against net capital could
limit those parts of our operations that require the intensive use of capital
and also could restrict our ability to pay dividends, repay debt and repurchase
shares of our outstanding stock.

In December, 2003 we implemented the new SEC accounting procedure for the
allocation of certain expenses shared with related companies J.P. Carey
Securities, Inc. and J.P. Carey Asset Management, LLC. This accounting procedure
requires broker-dealers to charge related companies a proportionate amount, or
share, of expenses incurred by the broker-dealer when a benefit accrues to the
related company.

Failure to acquire additional capital, substantially increase revenue, continued
operating losses, or the assumption of significant unforeseen liabilities could
adversely affect our ability to continue our present levels of business. This
could place us in a position to violate the capital rules, which could force the
firm to cease operations.

As previously discussed, due to the strategic business decision to concentrate
efforts on our private placement business, we decided to amend our membership
agreement with the NASD and reduce the minimum level of required capital we must
maintain. On August 11, 2004 we amended our membership agreement with the NASD
and were allowed to reduce our minimum net capital requirement to $50,000.
Subsequently, on October 26, 2004, we amended our membership agreement again and
were allowed to reduce our minimum net capital requirement to $5,000. At
December 31, 2006, our minimum net capital requirement for JPC Capital Partners,
Inc. was $5,000.

Employees

On December 31, 2006, we employed six full-time employees. None of our employees
are covered by a collective bargaining agreement. Future increase in the number
of employees will depend upon the growth of our business and the compensation
arrangements of those employees. Our registered employees are required to take
examinations administered by the NASD in order to qualify to perform their job
responsibilities and to transact business.

ITEM 2. DESCRIPTION OF PROPERTY.

At December 31, 2006, our principal office was located at 3440 Preston Ridge
Road, Suite 600, Alpharetta, GA 30005. We lease an estimated 4,000 square feet
of office space at a cost of approximately $75,000 per annum. In May, 2006 we
executed this 65 month lease with Duke Realty Limited Partnership. The lease

                                       -6-

<PAGE>

provided for five initial months of free rent which created a deferred rent
liability of $31,046. This liability will be amortized over the remaining life
of the lease. The lease includes an annual adjustment in the rent and provides
for an additional adjustment based on changes in the out of pocket operating
expenses for the building which include utilities, security, and certain
maintenance items. The lease is for office space only and does not include
telephone, computer, or other services. We have previously reported this lease
in our 8-K filed May 18, 2006.

ITEM 3. LEGAL PROCEEDINGS.

In July 2004, the Company had been named as a Defendant in a case filed with the
Superior Court of Fulton County, State of Georgia, styled First Empire
Corporation, et al. v. John C. Canouse, et al. case # 2004 cv 88793. In June,
2005,  the Company was dropped as defendant in this lawsuit.

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

No matters were submitted to a vote of stockholders during the year ended
December 31, 2006.


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

The Common Stock, par value $0.001 per share, was initially traded May 2, 2003,
on the OTC Bulletin Board of the National Association of Securities Dealers,
Inc. under the symbol "CFNC." Our ticker symbol has subsequently been changed to
"JPCI." The following table sets forth the closing high and low bid information
for our common stock for the periods indicated below, as reported by Reuters
Data:

                  Period                              High              Low
         Quarter ended March 31, 2005                $0.24             $0.02
         Quarter ended June 30, 2005                 $0.05             $0.02
         Quarter ended September 30, 2005            $0.06             $0.02
         Quarter ended December 31, 2005             $0.05             $0.02
         Quarter ended March 31, 2006                $0.18             $0.03
         Quarter ended June 30, 2006                 $0.05             $0.03
         Quarter ended September 30, 2006            $0.03             $0.03
         Quarter ended December 31, 2006             $0.03             $0.01


Prices shown are inter-dealer prices with no markup, markdown, or commission.
They may not reflect actual transactions.

There were 24,796,546 shares of Common Stock issued and outstanding at December
31, 2006.

We have not paid any cash dividends since inception, and we do not anticipate
paying any cash dividends in the foreseeable future.


Recent Sale of Unregistered Securities

During  2006  the Company sold 790,000 shares of Common Stock to J.P. Carey
Asset Management, LLC for $79,000. J.P. Carey Asset Management, LLC is an
accredited investor, existing shareholder, and related party.

                                       -7-

<PAGE>

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

Overall Results

For the year ended December 31, 2006 total revenue was $726,105. Operating
expenses totaled $709,768 which resulted in net income of $16,337 before an
unrealized loss on securities. Including this unrealized loss of $71,500, the
Company had a comprehensive loss of $55,163.

For the year ended December 31, 2005 total revenue was $950,408. Expenses
totaled $1,180,548 which resulted in a loss of $230,140.

Revenue

For the year ended December 31, 2006, total revenue was $726,105. We earned
$709,367 from private placements. This included $95,000 worth of restricted
stock received in May, 2006 from a client as part of our compensation for
services provided. At December 31, 2006, this stock had a fair market value of
$23,500, representing an unrealized loss of $71,500. During 2006, we also earned
$16,650 in consulting fees and $88 in interest.

For the year ended December 31, 2005, total revenue was $950,408. We earned
$945,106 in private placement fees, $5,000 in consulting fees, and $302 in
interest income.

In 2006, we completed 23 transactions for 11 different clients. In 2005 we
completed 14 transactions for 6 clients. The 2006 transactions, which were
smaller total placements than we had previously experienced, resulted in the a
decline in our revenue.

Expenses

Total expense for 2006 was $709,768, a decrease of $470,780 verses 2005.

During 2006, net compensation expense decreased $133,474 to $507,027. This
decrease was the result of the following:

1)       Commission  payments  declined  $46,900 to $195,100 from $242,000 in
         2005,  due to a lower total dollar value of  transactions being
         completed.

2)       A decrease of $21,800 in the  compensation of John C. Canouse,  our
         CEO, who has received $96,800 in 2005. In 2006 he was paid $75,000.

3)       A net decrease of $59,135 in salaries as a result of staffing
         reductions. In May 2005, Jose Auffant, our Executive Vice President &
         General Counsel, resigned to take a positon with another firm.

4)       A decrease of $6,609 in payroll taxes as a result of the lower salaries
         and commissions.

5)       Also, in 2006, we allocated more of our payroll expense to our
         affiliated companies that we had in 2005. The increase in allocation
         (reduction in our expense) totaled $7,712.

6)       Our employee benefit expense  increased by $8,682 due to an improvement
         in insurance  coverage and a reduction in the employee contributions
         toward the healthcare expense.

During 2005 we paid $300,649 to J.P. Carey Securities, Inc., and J.P. Carey
Asset Management, LLC, both related parties, for consulting services and
assistance on our private placement transactions. This amount declined in 2006
to $50,259, as we relied less on their assistance and the total dollar value of
our transactions declined.

Professional service expense includes accounting, legal, and other professional
services. This expense decreased by a net of $41,285, to $33,647. In this
category, legal expenses decreased by $23,893, accounting expense decreased by
$9,002, and other professional services decreased by $830. In 2005 we had paid a
referral fee to another firm of $7,560. This expense was included in
professional services. We had no referral fee expense in 2006.

                                       -8-

<PAGE>

Our net rent expense increased $4,768 in 2006 to $66,470 from $61,702. This
increase was primarily a result of lower rent allocations to related parties. In
2005 we had allocated $16,170 to related parties. In 2006 we allocated only
$8,872, a reduction in our allocation of $7,298, which results in greater
expense to the Company. Other expenses associated with our office rental
declined $2,530 during the year.

As previously discussed, we received stock as part of our compensation for
services in 2005 and 2006. Regulation requires the Company to retain this stock
for one year before selling it. Stock acquired in 2004 was sold in 2005 and
resulted in a realized loss of $40,068. We did not have a realized loss in 2006.

Our cost for communication declined by $10,142 due primarily to the termination
of our former office lease. Under that lease the Company had purchased telephone
and fax services from the landlord. In 2005 and early 2006, as allowed under the
lease, the price for these services increased significantly. We terminated this
lease in May 2006. In our new office space, we purchased these services directly
from providers at a reduced rate. Annually, this reduced our cost for telephone
and fax services by $10,596. Offsetting this reduction, we had an increase of
$454 in other communication expenses, primarily over-night delivery, which
produced the net decrease of $10,142.

License and registration expense decreased by $2,530. This was due to our
continuing efforts to reduce the number of states in which the company is
registered to do business.

Data processing expense increased by $2,642. In 2005 we had received a refund of
$2,772 which was reduced our net 2005 expense. No credits were received in 2006.
In addition, charges by our former landlord in 2005, totaling $250, were reduced
to $120 in 2006.

Other operating expenses included the following:

Depreciation expense increased by $1,749 in 2006 due primarily to the purchase
of new equipment and furniture for new office.

Insurance expense decreased by a net of $652. In 2006 we received a refund of
$1,521 from our workmen's compensation insurance carrier. This coverage is
required by law. Our other insurance expenses, primarily liability and property
coverage, increased by $869. These policies were required under our new office
lease.

Travel and entertainment expense decreased by $1,359 due to an decrease in
travel in conjunction with fewer private placement transactions.

The Company has incurred losses of $230,140 and $55,163 during the years ended
December 31, 2005 and 2006, respectively, and has no state or federal income tax
obligation. The Company has no significant deferred tax effects from temporary
differences that give rise to deferred tax assets and deferred tax liabilities
for the year ended December 31, 2006 other than net operating loss
carryforwards. The Company has net operating loss carryforwards of approximately
$4,418,000 at December 31, 2006, which will expire in years beginning in 2019.
No tax benefit has been recorded related to the net operating loss, as a full
valuation allowance has been recorded against the approximate net deferred tax
asset of $1,634,000 related to these carryforwards.

Liquidity

For the year ended December 31, 2006, we used net cash of $46,370 in operations
and $4,664 for the purchase of furniture and computer equipment. We generated
$79,000 through the sale of 790,000 shares of common stock to J.P. Carey Asset
Management LLC, an existing shareholder. These transactions resulted in a net
increase in our cash of $27,966 for the year.

For the year ended December 31, 2005, we used net cash of $150,722 in operations
and $4,195 for the purchase of computer equipment. During the year we sold
marketable securities we had received in 2004 generating $50,000 in cash. We
also sold 299,000 shares of common stock for $149,500 to J.P. Carey Asset

                                       -9-

<PAGE>

Management LLC, an existing shareholder and related party. These transactions
resulted in a net decrease in our cash of $5,417 for the year.

At December 31, 2006, we had unrestricted cash of $73,152. Without additional
revenue from private placement transactions, consulting services, or stock
sales, we will only be able to continue operations on a month-to-month basis.

If we are unable to generate revenue or obtain financing, or if the financing we
do obtain is insufficient to cover any operating losses we incur, we must
substantially curtail or terminate our operations or seek other business
opportunities through strategic alliances, acquisitions, mergers, reverse
mergers, or other arrangements that might dilute the interests of existing
stockholders. We are currently exploring several business opportunities and have
held discussions with multiple potential partners but have been unable to
finalize a satisfactory transaction. We will continue to pursue such
opportunities.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business
operations and an understanding of our results of operations. The listing is not
intended to be a comprehensive list of all of our accounting policies. In many
cases, the accounting treatment of a particular transaction is specifically
dictated by accounting principles generally accepted in the United States, with
no need for management's judgment in their application. The impact and any
associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis or Plan of Operations
where such policies affect our reported and expected financial results. For a
detailed discussion on the application of these and other accounting policies,
see the Notes to the Consolidated Financial Statements. Note that our
preparation of the financial statements requires us to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of our financial
statements, and the reported amounts of revenue and expenses during the
reporting period. There can be no assurance that actual results will not differ
from those estimates.

Revenue Recognition

We earn revenues from investment banking activities and consulting. Monthly
retainer fees for investment banking and consulting are recognized as earned.
Investment banking success fees are generally based on a percentage of the total
value of a transaction and are recognized upon successful completion.

Revenues are not concentrated in any particular region of the country or with
any individual or group.



                                      -10-

<PAGE>

                                TABLE OF CONTENTS



Report of Independent Registered Public Accounting Firm.................12


Financial Statements:

    Statement of Financial Condition....................................13

    Statement of Operations ............................................14

    Statement of Changes in Shareholders' Equity........................15

    Statement of Cash Flows.............................................16


Notes to Financial Statements........................................17-20







<PAGE>

             Report of Independent Registered Public Accounting firm

To the Board of Directors and Shareholders
JPC Capital Partners, Inc.

We have audited the accompanying balance sheet of JPC Capital Partners, Inc. as
of December 31, 2006 and the related statements of operations, shareholders'
equity and cash flows for the years ended December 31, 2006 and 2005. 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 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of JPC Capital Partners, Inc. at
December 31, 2006, and the results of its operations and its cash flows for the
years ended December 31, 2006 and 2005, in conformity with accounting principles
generally accepted in the United States.

The accompanying financial statements have been prepared assuming that JPC
Capital Partners, Inc. will continue as a going concern. As more fully described
in Note 1, the Company has incurred recurring operating losses and will have to
obtain additional capital to sustain operations. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Managements plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amount
and classification of liabilities that may result from the outcome of this
uncertainty.

                                                            /s/ Sherb & Co., LLP
                                                    Certified Public Accountants

Boca Raton, Florida
February 23, 2007

<PAGE>

                            JPC Capital Partners, Inc.
                        Statement of Financial Condition
                                 December 31, 2006

Assets
Current assets:
Cash                                                       $         73,152
Marketable securities at market value                                23,500
Amounts due from related party                                        7,077
                                                               -------------
Total Current Assets                                                103,729

Furniture and equipment, net                                          4,566
Advances
Office lease deposit                                                  6,416
                                                               -------------
Total assets                                               $        114,711
                                                               =============

Liabilities and Shareholders' Equity

Accounts payable                                           $          8,500
                                                               -------------
Total current liabilities                                             8,500

Deferred rent                                                        30,632

Shareholders' Equity:
Common stock, $.001 par value; 95,000,000 shares
authorized, 24,796,546 issued and outstanding                        24,797
Additional paid-in capital                                        5,752,552
Accumulated deficit                                             (5,630,270)
Unrealized holding loss on securities                              (71,500)
                                                               -------------
Total shareholders' equity                                           75,579
                                                               -------------
Total liabilities and shareholders' equity                 $        114,711
                                                               =============

                 See accompanying notes to financial statements

                                      -13-
<PAGE>

                           JPC Capital Partners, Inc.
                            Statements of Operations

                                                      Year ended December 31,
                                                  2006                 2005
                                             -------------        -------------
Revenues:
     Fees from private placements        $        709,367     $        945,106
     Consulting income                             16,650                5,000
     Interest Income                                   88                  302
                                             -------------        -------------
Total Revenues                                    726,105              950,408

Expenses:
     Compensation and benefits                    507,027              640,501
     Related party expenses                        50,259              300,649
     Professional services                         33,647               74,932
     Rent                                          66,470               61,702
     Realized loss on securities                        -               40,068
     Communications                                16,713               26,855
     Licenses & registrations                      10,438               12,968
     Data processing                               12,319                9,677
     Other expenses                                 4,090                4,129
     Advertising                                    3,400                3,400
     Depreciation & amortization                    3,984                2,235
     Insurance                                      1,065                1,717
     Travel & entertainment                           356                1,715

Total Expenses:                                   709,768            1,180,548
                                             -------------        -------------
Net income (loss)                                  16,337             (230,140)
                                             =============        =============

Other comprehensive loss:
Unrealized holding loss, net of tax               (71,500)                   -
                                             -------------        -------------
Comprehensive loss                       $        (55,163)     $      (230,140)
                                             =============        =============

Net loss per share - basic and diluted   $          (0.00)     $         (0.01)
                                             =============        =============

Weighted average number
of common shares outstanding
     - basic and diluted                       24,549,039           23,936,888
                                             =============        =============

                 See accompanying notes to financial statements.

                                      -14-

<PAGE>
<TABLE>
<CAPTION>

                                                 JPC Capital Partners, Inc.
                                         Statement of Changes in Shareholders' Equity

                        Shares         Common   Additional Paid In     Accumulated     Unrealized holding          Total
                      Outstanding       Stock        Capital             Deficit       Losses Net of taxes   Shareholders'Equity
Balance
December 31,
                       <C>         <C>           <C>             <C>                 <C>               <C>
2004                   23,707,546  $     23,708  $   5,525,141   $     (5,416,467)   $       (40,000)  $          92,382

Unrealized holding                                                                           (40,000)            (40,000)
loss net of taxes

Current year net                                                         (230,140)                              (230,140)
loss

Issuance of
Common  stock             299,000           299        149,201                                                   149,500

Balance
December 31,
2005                   24,006,546        24,007      5,674,342         (5,646,607)                                51,742

Unrealized holding
loss net of taxes                                                                            (71,500)            (71,500)

Current year                                                               16,337                                 16,337
net income

Issuance of common                                                                                                79,000
stock                     790,000           790         78,210

Balance,
December 31,
2006                   24,796,546  $     24,797  $   5,752,552   $     (5,630,270)   $       (71,500)  $          75,579
                       ==========        ======      =========         ===========           ========             ======

                                        See accompanying notes to financial statements

</TABLE>

                                                              -15-
<PAGE>

                                JPC Capital Partners, Inc.
                                  Statements of Cash Flows
                                  Year ended December 31,
<TABLE>
<CAPTION>

                                                                  2006                2005
                                                             ------------      -------------
Operating activities:
<S>                                                        <C>               <C>
Net income (loss)                                          $      16,337     $     (230,140)
Adjustments to reconcile net income (loss) to net cash used
     in operating activities:
        Depreciation                                               3,984              2,235
        Increase in unrealized loss on securities                                    40,000
        Stock received for services                              (95,000)
        Sale of securities                                                           50,000
        Net changes in operating assets and liabilities
           Accounts receivable                                    (3,907)            (2,612)
           (Increase) decrease in employee advances                4,000             (4,000)
           Increase in deferred rent                              30,632
           Office deposit                                         (6,416)
           Accounts payable                                        4,000             (6,205)
                                                             ------------      -------------
Net cash used in operating activities                            (46,370)          (150,722)


Investing activities:
        Purchase of computer equipment                            (4,664)            (4,195)
                                                             ------------      -------------
        Net cash used in financing activities                     (4,664)            (4,195)


Financing activities:
Issuance of common stock                                          79,000            149,500
                                                             ------------      -------------
Net cash provided by financing activities                         79,000            149,500


Increase (decrease) in cash                                       27,966             (5,417)
Cash at beginning of year                                         45,186             50,603
                                                             ------------      -------------
Cash at end of year                                        $      73,152     $       45,186
                                                             ============      =============

Supplemental disclosure of cash flow information:
Cash paid during the period for interest                   $           -     $            -
                                                             ============      =============
Cash paid during the years for Federal Income Tax          $           -     $            -
                                                             ============      =============
</TABLE>

                      See accompanying notes to financial statements

                                           -16-
<PAGE>

                           JPC Capital Partners, Inc.
                          Notes to Financial Statements
                     Years ended December 31, 2006 and 2005

Note 1. Business and Basis of Presentation

JPC Capital Partners, Inc. (The "Company") is registered with the Securities and
Exchange Commission as a broker/dealer under the Securities Exchange Act of 1934
and is a member of the National Association of Securities Dealers, Inc. The
Company was formed on April 26, 1999. The primary service the Company provides
is the opportunity for public companies to raise capital through the sale of
equity positions in the private market ( private placement). In addition, the
Company provides financial consulting services to emerging companies.

The Company was organized to perform the private placement transactions via the
Internet, with the Company essentially introducing the buyer (investor) to the
seller (client). The Company would earn a flat fee of 4% of the funds raised by
the seller. The Company would not clear, transfer or hold any securities. The
transfer of any securities sold would be arranged between the buyer and the
seller. In February 2001 the Company shifted its strategy to more traditional
methods of identifying potential sellers and buyers of securities, relying less
on utilization of the Internet. This strategy involved more research, more
personal contact with potential sellers and more referrals through other firms
and individuals in the securities business. In December 2001, the Company
applied to the Securities and Exchange Commission to have its Common Stock
quoted on the Over-the-Counter Bulletin Board ("OTCBB") market. In February
2003, the application was approved and the company subsequently was assigned the
symbol "CFNC". The stock began trading in May 2003 on the OTC Bulletin Board of
the National Association of Securities Dealers, Inc. under that symbol.

In January 2004, the Company hired James P. Canouse, Scott C. Martin, and
Jeffrey M. Canouse to initiate a more traditional marketing program for private
placement transactions. They had previously worked for J.P. Carey Securities,
Inc., a related party.

In July 2004, the Company changed its name to JPC Capital Partners, Inc. to
emphasize the service the Company could provide. Subsequently the Company was
assigned a new trading symbol "JPCI.OB".

Since 2001 the Company had offered retail brokerage services. To support this
business the Company maintained a clearing arrangement with Fiserv Securities,
Inc.
                                      -17-

<PAGE>

                           JPC Capital Partners, Inc.
                          Notes to Financial Statements
                     Years ended December 31, 2006 and 2005

Note 1. Business and Basis of Presentation (Continued)

Philadelphia, PA. Under the membership agreement with the NASD, the Company was
required to maintain a minimum net capital balance of $100,000 pursuant to SEC
Rule 15c3-1(a)(2)(ii).

Since the Company decided to focus its efforts on the private placement
financing business, it amended its membership agreement with the NASD, and
reduced the required capital level to $50,000 and subsequently to $5,000. The
Company also closed the clearing arrangement with Fiserv Securities, Inc., and
suspended its retail brokerage business. Although the Company believes it has
saved approximately $180,000 per year by suspending its retail brokerage
activity this elimination of a potentially profitable business line increases
the business risk for a potential investor in the Company due to the
concentration of all business efforts into fewer revenue sources or product
offerings. The Company now earns approximately 98% of its revenue from private
placement fees. The remaining revenue is earned via financial consulting. The
Company could readily re-start its retail brokerage operation, and may do so, if
market conditions warrant such actions. However, the current concentration of
revenue producing activities is a potential risk for investors.

Since its inception in 1999, the Company has incurred significant operating
losses. The Company has limited assets on hand and will be unable to sustain
operations for a prolonged period of time unless the Company continues to
generate revenue from private placement transactions or obtains additional
capital. The Company's management has indicated it will seek additional capital
through the sale of securities if it is unable to consistently generate the
required revenue. In addition, the Company has held discussions with a number of
candidate private companies regarding the possibility of a merger. The Company
will continue to have dialogues with potential merger partners. If the Company
is unable to reach a merger agreement, raise equity capital, or sustain its
private placement business, it is doubtful that the Company can continue as a
going concern.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the outcome of this
uncertainty.
                                      -18-

<PAGE>

                           JPC Capital Partners, Inc.
                          Notes to Financial Statements
                     Years ended December 31, 2006 and 2005

Note 2. Significant Accounting Policies

Use of Estimates

Preparation of the Company's financial statements in accordance with generally
accepted accounting principles requires the use of management's estimates and
assumptions that affect the financial statements and related notes. Actual
results could differ from those estimates.

Revenue Recognition

The Company earns revenue from investment banking activities. Investment banking
or private placement success fees are generally based on a percentage of the
total value of a transaction and are recognized upon successful completion. The
Company also earns revenue through consulting. These fees are recognize when
assignments are completed and payment is made.

Cash and Cash Equivalents

The Company considers any liquid investment with an original maturity of three
months or less as a cash and cash equivalent.

Marketable Securities

From time to time the Company receives restricted common stock as compensation
for services provided. At the time of receipt the Company records the fair
market value of such stock as revenue and includes these amounts in "Fees from
private placements" in the Statement of Operations. In 2006, we included $95,000
of such income in our results. These securities are available for sale but, due
to the restricted classification of the stock, must be owned for twelve months
prior to sale. During this period, on a quarterly basis, the Company adjusts the
carrying value of the stock to its fair market value. This adjustment is
recorded in the equity section of our Statement of Financial Position as
unrealized gains or losses on marketable securities. During 2006 the Company
recorded $77,500 of unrealized losses and $6,000 in unrealized gains in this
account.


                                      -19-

<PAGE>

                           JPC Capital Partners, Inc.
                          Notes to Financial Statements
                     Years ended December 31, 2006 and 2005

Note 2. Significant Accounting Policies (Continued)

Financial Instruments

The carrying amounts reported in the balance sheet for cash, marketable
securities, andaccounts payable approximate fair value based on the short-term
maturity of these instruments.

Property and Equipment

Office equipment is carried at cost and depreciated using straight-line methods
over their estimated useful lives. Depreciation for the year ended December 31,
2006 was $3,984.

Liabilities Subordinated To The Claims of General Creditors

At December 31, 2006 and during the year then ended, the Company had no
liabilities subordinated to the claims of general creditors.

Earnings Per Share

The Company has adopted SFAS, No. 128, Earnings per Share. Basic earnings (loss)
per share is computed by dividing net income (loss) available to common
stockholders by the weighted average number of common shares outstanding during
the period. Diluted earnings per share reflects the per share amount that would
have resulted if dilutive common stock had been converted to common stock, as
prescribed by SFAS No. 128. The Company has no dilutive stock equivalents
outstanding.

Stock Based Compensation

In December 2004, the FASB issued SFAS No. 123(R) - Share-Based Payment, which
is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS
123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.
In March 2005, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 107 - Share-Based Payment, which provides interpretive
guidance related to SFAS No. 123(R). The Company has adopted SFAS 123(R), which
requires compensation costs related to share-based payment

                                      -20-

<PAGE>

                           JPC Capital Partners, Inc.
                          Notes to Financial Statements
                     Years ended December 31, 2006 and 2005

Note 2. Significant Accounting Policies (Continued)

transactions to be recognized in the financial statements. Generally, the
compensation expense is based upon the grant date fair value of the equity
instrument issued.

Income Taxes

As of December 31, 2006 the Company had an unused net operating loss carry
forward of approximately $4,418,000 available for its future federal tax
returns. The Company's evaluation of the tax benefit of its loss carry forward
is presented in the following table:
                                                                2006
Deferred tax asset:
         Tax benefit of net operating loss carry forward      $1,660,000
         Less: Valuation allowance                            (1,660,000)
                                                              -----------
                  Total deferred tax asset                    $        -
                                                              ===========


The table below summarizes the difference between the company's effective tax
rate and the statutory federal rate as follows for the year ended December 31,
2006:

         Computed tax expense (benefit)                            (34.0) %
         State income taxes                                         (3.9) %
         Change in valuation allowance                              37.9  %

Effective tax rate                                                   0.0  %

The effective federal tax rate is 34 %. The Georgia state income tax rate is 6
%. This rate is effectively reduced by 2.1 % due to the Federal tax benefit.

Net operating loss carry forwards expire between 2020 and 2026. The utilization
of the above loss carry forwards for federal tax purposes may not be possible
with changes in ownership of the Company.


                                      -21-

<PAGE>

                           JPC Capital Partners, Inc.
                          Notes to Financial Statements
                     Years ended December 31, 2006 and 2005

Note 3. Net Capital Requirements

As a registered broker-dealer, JPC Capital Partners, Inc. is subject to the
requirements of Rule 15c3-1 ("the net capital rule") of the Securities Exchange
Act of 1934. The basic concept of the rule is liquidity; its object being to
require a member firm to have at all times sufficient liquid assets to cover its
current indebtedness. Specifically, the rule prohibits a broker dealer from
permitting its "aggregate indebtedness" to exceed fifteen times its "net
capital" as those terms are defined. The Company is required to maintain the
greater of minimum net capital of 6 2/3% of aggregated indebtedness or $5,000.
On December 31, 2006, the Company had aggregated indebtedness of $39,181 and its
net capital as defined was $33,971, which exceeded requirements by $28,971.

Note 4. Furniture and Equipment

At December 31, 2006 furniture and equipment consisted of the following:

                                               Useful Life
                                             ----------------
    Furniture and fixtures                   3-5 Years        $ 2,029
    Telephone Equipment                      5 Years           19,990
    Computer Equipment                       2-3 Years         79,664
                                                              -------
                                                              101,683
    Accumulated Depreciation                                  (97,117)
                                                              --------
                                                              $ 4,566
                                                              ========

Note 5. Commitments and Contingencies

In May, 2006 we executed a 65 month lease with Duke Realty Limited Partnership
for office space at 3440 Preston Ridge Road, Alpharetta, Georgia 30005,
effective June 1, 2006. This lease was reported in our 8-K filing dated May 18,
2006. The lease provided for five initial months of free rent which resulted in
a deferred rent liability of $30,632 at December 31, 2006. This will be
amortized over the remaining life of the lease. Rental expense under this lease
will increase annually. Total minimum rental payments under the lease are as
follows: $403,593 which will produce an average monthly rent expense of $6,209
for the 65 month term of the lease. Our net rent expense for the year ended
December 31, 2006 was $66,470 & 2005 $ 61,702.

                    Minimum Payments Due Under
                     Rental Agreement by Year

         2006                              $12,831.26
         2007                              $77,856.96
         2008                              $79,373.47
         2009                              $80,935.51
         2010                              $82,544.47
         2011                              $70,051.55
                                          $403,593.22


                                      -22-

<PAGE>

                           JPC Capital Partners, Inc.
                          Notes to Financial Statements
                     Years ended December 31, 2006 and 2005


Note 5. Commitments and Contingencies(Continued)

The Company maintains no inventory of securities on site. When securities are
purchased or received for services provided, the Company will rely on a clearing
agent or recognized financial institution to safekeep the securities and clear
transactions.

Note 6. Shareholders' Equity

On October 10, 2001, the Company adopted the JPC Capital Partners, Inc.(formally
Corpfin.com, Inc.) 2001 Stock Option Plan (the 'Plan'), which expires in 2011
and enables the Company or the Board of Directors to grant incentive stock
options and nonqualified stock options for up to an aggregate of 7,500,000
shares of the Company's common stock. Incentive stock options granted under the
Plan must conform to applicable federal income tax regulations and have an
exercise price not less than the fair market value of the shares at the date of
grant (110% of fair market value for ten percent or more shareholders). Other
options may be granted on terms determined by the board of directors or a
committee of the board of directors.

The Company granted options to employees for 1,000,000 shares of common stock on
October 10, 2001. These options were exercisable at $1.25, and were adjusted for
stock splits, and have entirely vested. In 2003 and 2005, we cancelled options
granted to former employees totaling 375,000 shares. The remaining 625,000
shares expired unexercised during 2006.

During 2006 we sold 790,000 shares of common stock to J.P. Carey Asset
Management LLC, a related party and an accredited investor, for $79,000, an
average price of $0.10.

Note 7.  Related Party Transactions

The Company provides support services to related parties under a shared services
agreement. These services included accounting and tax services, compliance
support, healthcare for employees of the companies, telephone service, and rent.
Also, these companies assist JPC Capital Partners, Inc. in private placement
transactions. During the year the Company paid $50,000 to JP

                                      -23-

<PAGE>

                           JPC Capital Partners, Inc.
                          Notes to Financial Statements
                     Years ended December 31, 2006 and 2005

Note 7.  Related Party Transactions(Continued)

Carey Asset Management, LLC, a related party for assistance with our private
placement transactions. The Company allocated expenses of $33,532 to JP Carey
Asset Management, LLC for rent, healthcare expense, telephone expense, and
administrative support. At December 31, 2006 the Company was owed $7,077 of this
amount. The Company also paid $259 in miscellaneous expenses on behalf of JPC
Holding Company, Inc., a related party.

During the year the Company made an additional cash advances to Scott C. Martin,
a related party, and commissioned salesperson. Mr. Martin had previously
received an advance which was outstanding at December 31,2005 in the amount of
$4,000. The Company advanced Mr. Martin an additional $3,000. No interest was
charged for the advances. In July the Company forgave the advance and included
it in Mr. Martin's compensation.

During the year the Company paid $12,000 to Frank Connor, a related party, for
website support, maintenance, and the use of a computer system for the
operations of the Company.

Note 8.  Subsequent Events

None



                                      -24-

<PAGE>

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

None.

ITEM 8a CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures" in Rule 13a-14(c). In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.

                                    PART III

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

The following table sets forth the names, ages and positions of our executive
officers and directors as of March 26, 2005.

Name                   Age        Title

John C. Canouse         42        Chief executive officer, chairman and
                                  president
Jimmie N. Carter        60        Executive vice president, chief financial
                                  officer and director
Janet L. Thompson       53        Executive vice president, chief compliance
                                  officer
                                  and director.

John C. Canouse has served as chief executive officer, chairman and president of
JPC Capital Partners, Inc. since our inception. Mr. Canouse was previously
employed by and/or consultant to J.P. Carey Enterprises, Inc., a full service
international asset management and investment banking firm located in Atlanta,
Georgia from 1996 to 2003. From April 1990 until January 1996, Mr. Canouse was
employed at International Assets Advisory Corporation, an investment banking
firm located in Orlando, Florida specializing in the foreign securities markets
with a focus on European bonds and emerging market equities. Mr. Canouse
graduated with a BA degree in Business Administration from Stetson University.


                                      -25-

<PAGE>

Jimmie N. Carter has served as executive vice president and chief financial
officer of JPC Capital Partners, Inc. since November 1999, and was elected
director in March 2005. From April 1999 to November 1999, Mr. Carter was the
chief financial officer for Argent Securities, Inc. From January 1997 to April
1999, Mr. Carter was a controller for Bristol Hotel, Inc. From January 1995 to
January 1997, Mr. Carter was the president of Eau Gallie Development Company.
Mr. Carter holds an MBA from Temple University and a BS degree from Florida
State University.

Janet L. Thompson has served as our chief compliance officer since our
inception, became our executive vice president in October 2001 and was elected
director in April 2002. Ms. Thompson was formerly a senior compliance officer
with Cambridge Investment Research, Inc., an independent broker/dealer in Iowa.
Prior to such position, she served as an assistant vice president and compliance
operations manager at INVEST Financial Corporation, a full service broker-dealer
based in Tampa, Florida. Ms. Thompson has over 20 years of securities brokerage
experience with concentrations in compliance and back office operations, and
holds the NASD Series 4, 7, 24, 53 and Series 63 licenses. Ms. Thompson received
an associate degree from St. Leo College.

Audit Committee


Our audit committee is comprised of all of our directors. None of the directors
are deemed independent. All directors also hold positions as our officers. Our
audit committee is responsible for: (1) selection and oversight of our
independent accountant; (2) establishing procedures for the receipt, retention
and treatment of complaints regarding accounting, internal controls and auditing
matters; (3) establishing procedures for the confidential, anonymous submission
by our employees of concerns regarding accounting and auditing matters; (4)
engaging outside advisors; and, (5) funding for the outside auditory and any
outside advisors engaged by the audit committee.


Audit Committee Financial Expert


Jimmie N. Carter serves as our "audit committee financial expert" as such term
is defined in the SEC's rules.


Code of Ethics

We have adopted a corporate code of ethics, which is filed as Exhibit 14 in our
10 KSB filing of December 31, 2004. The code applies to all employees of the
Company including, but not limited to, our Chief Executive Officer and Chief
Financial Officer.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers,
and persons who beneficially own more than ten percent (10%) of a registered
class of our company's equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and the other equity securities of the Company.
Officers, directors and persons who beneficially own more than ten percent (10%)
of a registered class of our company's equity securities are required by the
regulations of the SEC to furnish the Company with copies of all Section 16(a)
forms they file.


                                      -26-

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.
The following table provides information concerning the annual and long-term
compensation earned by our chief executive officer and each of the five other
most highly compensated executive officers of our company during the last three
fiscal years ended December 31.



                                                     JPC Capital Partners, Inc.
<TABLE>
<CAPTION>

                                              Annual compensation         Long Term Compensation   Payouts         Other

  Name and Principal      Year Ended     Salary   Bonus   Other Annual   Restricted    Securities   LTIP          All Other
       Position             Dec. 31                       compensation     Stock       Underlying  Payouts      Compensation
                                                               ($)        Awards        Options/     ($)             ($)
                                                                                        SARs(#)
<S>                          <C>        <C>                    <C>         <C>          <C>         <C>            <C>
John C. Canouse              2006       $75,000                 -            -                        -               -
Chier Executive Officer      2005       $96,800                 -            -                        -               -
                             2004       $161,000                -            -                        -               -

Jimmie N. Carter             2006       $96,000     $500        -            -            (1)         -               -
Executive Vice               2005       $96,000     $500        -            -                        -               -
President
& Chief Financial            2004       $96,000                 -            -                        -               -
Officer

Jose A. Auffant              2006         -0-                   -            -            (1)         -               -
Executive Vice               2005       $59,135                 -            -                        -               -
President
& General Counsel            2004       $150,000                -            -                        -               -

Joseph P. Tabback            2006         -0-                   -            -            (1)         -               -
Executive Vice               2005         -0-                   -            -                        -               -
President
& Trading Manager            2004       $80,000                 -            -                        -               -

Janet L. Thompson            2006       $70,000    $500         -            -            (1)         -               -
Executive Vice President     2005       $70,000    $500         -            -                        -               -
& Chief Compliance           2004       $70,000                 -            -                        -               -
Officer
</TABLE>

(1) All stock options granted in 2001 at an exercise price of $1.25 have expired
unexercised or were cancelled due to termination of employment.


                                      -27-

<PAGE>

Option Grants in Last Fiscal Year

None

Compensation of Directors

Directors do not receive any compensation for serving on our Board of Directors,
except that JPC Capital Partners, Inc. reimburses them for any expenses incurred
in attending directors' meetings, provided that JPC Capital Partners, Inc. has
the resources to pay these fees. No requests for reimbursements were received
nor were any fees paid in 2006 nor 2005.

Employment Agreements

None




                                      -28-

<PAGE>


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

The following table sets forth information known to us regarding beneficial
ownership of JPC Capital Partners, Inc.'s Common Stock as of December 31, 2006
by:

o    each person known by us to own, directly or beneficially, more than 5%
     of JPC Capital Partners, Inc.'s Common Stock,

o    each of JPC Capital Partners, Inc.'s executive officers and directors, and

o    all of JPC Capital Partners, Inc.'s officers and directors as a group.

         Except as otherwise indicated, JPC Capital Partners, Inc. believes that
the beneficial owners of the Common Stock listed below, based on information
furnished by the owners, own the shares directly and have sole investment and
voting power over the shares.

Name (1)                               Number of shares (2)    Percent Held
--------                               --------------------    ------------

John C. Canouse (3)                         16,395,156            66.1%

Joseph C. Canouse (4)                        2,274,106             9.2%

J.P. Carey Asset Management, LLC (4)         2,257,900             9.1%

Jimmie N. Carter                                80,000              (5)

Cache Capital (USA) L.P. (4)                    36,292              (5)

Janet L. Thompson                                5,118              (5)

Directors and officers as a
group  (3 persons)                           16,480,274           66.4%


1.       The address for all officers and directors is 3440 Preston Ridge Road,
         #600, Alpharetta, GA  30005.

2.       Information presented includes shares of Common Stock owned. All stock
         options issued in 2001 have expired.

3.       These shares are beneficially owned by John C. Canouse through The
         Rearden Trust and The Four Life Trust which are Canouse Family trusts.
         The address for both trusts is 3rd Floor, Murdoch House, South Quay,
         Douglas, Isle of Man, IM15AS and the executor for each is City Trust,
         Ltd., which has sole voting power over all shares in the trusts.
         John C. Canouse, our president, chief executive officer and chairman,
         Joseph C. Canouse, James P. Canouse, Jeffrey M. Canouse and Scott C.
         Martin are beneficiaries of The Rearden Trust and The Four Life Trust,
         which collectively hold 66.4.% of our outstanding Common Stock as
         follows:  The Rearden Trust - 16,395,156 (66.1%) and The Four Life
         Trust - 80,000 (0.3%).  While these individuals are the beneficiaries
         of the trusts, they do not have any affiliation with City Trust, Ltd.
         nor do they have voting or investment power over the shares.
         The control person of City Trust, Ltd. is Rodney Margot, its Chairman
         and principal owner.

4.       The address for Joseph C. Canouse, Cache Capital (USA) L.P., and J. P.
         Carey Asset Management , LLC is 3440 Preston Ridge Road, #600,
         Alpharetta, GA 30005. . Cache Capital (USA) L.P. is controlled by J.P.
         Carey Asset Management, LLC. Its General Partner and sole owner is
         Joseph C. Canouse, the brother of John C. Canouse.

5.       Ownership is less than 1 %.


                                      -29-

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

John C. Canouse, our president, chief executive officer and chairman, is a
beneficiary of The Rearden Trust and The Four Life Trust, which collectively
hold 70% of our outstanding Common Stock.

We share the services of several employees with J.P. Carey Asset Management,
LLC. including John C. Canouse, our president, chief executive officer and
chairman, Jimmie N. Carter, our executive vice president and chief financial
officer, and Janet L. Thompson, our executive vice president and chief
compliance officer. We also benefit from the services provided by employees of
the related companies. Generally, shared employees are compensated exclusively
by only one of the companies in order to minimize benefit and payroll tax
expense. We monitor the amount of time employees devote to each of the companies
and allocate the associated labor costs accordingly. We also allocate the office
rent expense, communications expense, the cost of healthcare insurance, and
other overhead or shared services expense. We recognize any differential in cost
and benefit in our financial statements and make the appropriate payment from
one company to the other. This is consistent with the SEC shared services
accounting procedures promulgated December 2003.

During the year the Company paid $50,000 to JP Carey Asset Management, LLC, a
related party for assistance with our private placement transactions. The
Company allocated expenses of $33,532 to JP Carey Asset Management, LLC for
rent, healthcare expense, telephone expense, and administrative support. At
December 31, 2006 the Company was owed $7,077 of this amount. The Company also
paid $259 in miscellaneous expenses on behalf of JPC Holding Company, Inc., a
related party.

During the year the Company made an additional cash advances to Scott C. Martin,
a related party, and commissioned salesperson. Mr. Martin had previously
received an advance which was outstanding at December 31,2005 in the amount of
$4,000. The Company advanced Mr. Martin an additional $3,000. No interest was
charged for the advances. In July the Company forgave the advance and included
it in Mr. Martin's compensation.

During the year the Company paid $12,000 to Frank Connor, a related party, for
website support, maintenance, and the use of a computer system for the
operations of the Company.


                                      -30-

<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 10-KSB.

(a)      Exhibits
   Exhibit #                                             Description
<TABLE>
<CAPTION>

<S>             <C>
      3.1        Amended Articles of Incorporation [Incorporated by reference to the same titled exhibit in
                 the Company's Registration Statement on Form SB-2 (Registration No. 333-74396).]

      3.2        By-Laws [Incorporated by reference to the same titled exhibit in the Company's
                 Registration Statement on Form SB-2 (Registration No. 333-74396).]

     10.1        Clearing Agreement [Incorporated by reference to the same titled exhibit in the Company's
                 Registration Statement on Form SB-2 (Registration No. 333-74396).]

     10.2        Stock Option Plan [Incorporated by reference to the same titled exhibit in the Company's
                 Registration Statement on Form SB-2 (Registration No. 333-74396).]

     10.3        Lease for Office [Incorporated by reference to the same titled exhibit in the Company's
                 Registration Statement on Form SB-2 (Registration No. 333-74396).]

     10.4        Consulting Agreement - eSAFETYWORLD, Inc. [Incorporated by reference to the same titled
                 exhibit in the Company's Registration Statement on Form SB-2 (Registration No. 333-74396).]

     10.5        First Amendment to Consulting Agreement with eSAFETYWORLD, Inc. [Incorporated by reference
                 to the same titled exhibit in the Company's Registration Statement on Form SB-2
                 (Registration No. 333-74396).]

     10.6        Form of Series A Preferred Stock Purchase Agreement [Incorporated by reference to the same
                 titled exhibit in the Company's Registration Statement on Form SB-2 (Registration No.
                 333-74396).]

     10.7        Form of Series B Preferred Stock Purchase Agreement [Incorporated by reference to the same
                 titled exhibit in the Company's Registration Statement on Form SB-2 (Registration No.
                 333-74396).]

     10.8        Series C Preferred Stock Subscription Agreement [Incorporated by reference to the same
                 titled exhibit in the Company's Registration Statement on Form SB-2 (Registration No.
                 333-74396).]

     10.9        Warrant Agreement with Harbour Nominees Ltd. [Incorporated by reference to the same titled
                 exhibit in the Company's Registration Statement on Form SB-2 (Registration No. 333-74396).]

     10.10       Warrant Agreement with I-Bankers Securities, Inc. [Incorporated by reference to the same
                 titled exhibit in the Company's 2002 Annual Report on Form 10-KSB (Registration No.
                 333-74396).]

     10.11       First Amendment to Clearing Agreement with Fiserv Securities, Inc. [Incorporated by
                 reference to the same titled exhibit in the Company's 2003 Annual Report on Form 10-KSB
                 (Registration No. 333-74396).]

     10.12       Lease renewal for Office [Incorporated by reference to the same titled exhibit in the
                 Company's Registration Statement on Form 8-K (Registration No. 333-74396).]

    10.13        Lease for Office [Incorporated by reference to the same titled exhibit in the Company's
                 Registration Statement on Form 8-K (Registration No. 333-74396).]
</TABLE>

                                                            -32-

<PAGE>
<TABLE>
<CAPTION>

<S>             <C>
     14.1        Code of Business Conduct and Ethics[Incorporated by reference to the same titled exhibit
                 in the Company's 2004 Annual Report on Form 10-KSB (Registration No. 333-74396).]

     16.1        E&Y Letter on Change in Certifying Accountant [Incorporated by reference to the same titled
                 exhibit in the Company's Registration Statement on Form SB-2 (Registration No. 333-74396).]

     16.2        Grassi Letter on Change in Certifying Accountant [Incorporated by reference to the same
                 titled exhibit in the Company's Registration Statement on Form SB-2 (Registration No.
                 333-74396).]

     99.1        Order to grant Plaintiffs' Motion to drop party as defendant [Incorporated by reference to
                 the same titled exhibit in the Company's Registration Statement on Form 8-K (Registration
                 No. 333-74396).]

     31.1        Certification of Chief Executive Officer

     31.2        Certification of Chief Financial Officer


     32.1        Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
                 Pursuant to Section 906 Sarbanes-Oxley Act of 2002

     32.2        Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
                 Pursuant to Section 906 Sarbanes-Oxley Act of 2002
</TABLE>




ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the year ended December 31, 2006 the Company incurred audit fees of
$17,928. These fees were for annual audit services and quarterly reviews. During
the year ended December 31, 2005 these fees totaled $23,000. These fees included
the cost of the annual audit and reviews of the quarterly and annual filings
with the Securities and Exchange Commission.


                                      -33-

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                    JPC Capital Partners, Inc.
                                                    Registrant



                                          /s/   John C. Canouse
                                        ----------------------------
                                                John C. Canouse
                                       Chief Executive Officer, President and
                                       Chairman
                                       Date:        March 30, 2007

Pursuant to 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/  Jimmie N. Carter
                                        ----------------------------
                                               Jimmie N. Carter
                                       Executive Vice President and Chief
                                       Financial Officer

                                       Date:         March 30, 2007


                                          /s/  Janet L. Thompson
                                        ----------------------------
                                               Janet L. Thompson
                                       Executive Vice President, Chief
                                       Compliance Officer and Director

                                       Date:        March 30, 2007


                                      -34-