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, 2005

                        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.)



 555 North Point Center East, 4th Floor
        Alpharetta, GA 30022                               (678) 366-5019
 ----------------------------------------           ---------------------------
 (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, 2005 were $950,408

The aggregate market value of the voting stock outstanding, based upon the
average bid and ask prices on March 17, 2006 was $1,858,303. The number of
shares of Common Stock of the issuer outstanding as of March 17, 2006 was
24,291,546.

<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 8A.            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

<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

Since 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. This 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 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

                                       -4-

<PAGE>

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 27 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 offering products 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 senior management's contacts in the financial
      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.

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.

                                       -5-
<PAGE>


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. We recorded these expenses in our December, 2003 financials.

Subsequently,  when we reported our December 31, 2003 financials to the NASD via
the FOCUS reporting program, we included $13,049 of accounts receivable due from
J.P. Carey  Securities,  Inc., a broker dealer and related  party,  as allowable
assets in the computation of our capital position.  In late January 2004 the SEC
advised us that this  receivable  was not an  allowable  asset  because it was a
related party.  Thereafter,  we were required us to file an amended FOCUS report
for the period  ended  December 31,  2003.  We also  violated the "120% rule" or
"early warning" provision of the capital regulations.  This provision requires a
broker dealer to maintain  minimum  capital  equal to 120 % of its  requirement,
and, if its capital falls below this level,  to report the situation to the NASD
and SEC. We filed this report and corrected the capital shortage within two days
of being  advised by the SEC. We have not violated any capital  rules since that
time.

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, 2005, our minimum net capital requirement for JPC Capital Partners,
Inc. was $5,000.

Employees

At December 31, 2005, 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, 2005, our principal office was located at 555 North Point Center
East, Fourth Floor,  Alpharetta,  GA 30022. We lease  approximately 2,500 square
feet of office space at a cost of  approximately  $98,000 per annum. In addition
to office space, our lease includes,  telephone  services,  high-speed  internet
lines,  and the support of a  receptionist.  This lease expires on May 31, 2006.
Generally,  a portion of the cost of our lease and the supporting  services will
be allocated to related parties who share our facilities.

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.

                                      -6-
<PAGE>


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, 2005.


                                     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, 2004                $1.90             $0.09
     Quarter ended June 30, 2004                 $0.90             $0.12
     Quarter ended September 30, 2004            $0.31             $0.03
     Quarter ended December 31, 2004             $0.07             $0.03
     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

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

There were 24,006,546 shares of Common Stock issued and outstanding at December
31, 2005.

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 2004 the Company sold 558,000  shares of Common Stock to J.P. Carey Asset
Management,  LLC for $279,000. J.P. Carey Asset Management, LLC is an accredited
investor, existing shareholder, and related party.

In January, 2004 the Company issued 790,000 shares of Common Stock to a group of
employees.  The stock was issued as compensation for services provided and as an
incentive to continue  employment  with the Company.  The Company  recorded this
stock at an issue price of $.50 per share,  which was  approximately the current
market value at the time of issuance.  Subsequently,  on December 31, 2004,  the
Company  rescinded  these stock grants because the market price of the stock had
declined  substantially,   creating  an  adverse  financial  situation  for  the
employees.  That is, the  taxable  basis of the stock  exceeded  the fair market
value of the stock, thereby effectively penalizing the employee.

In January, 2005 the Company sold 35,000 shares of Common Stock to J.P. Carey
Asset Management, LLC for $17,500.

In February, 2005 the Company sold 94,000 shares of Common Stock to J.P. Carey
Asset Management, LLC for $47,000.

In March, 2005 the Company sold 47,000 shares of Common Stock to J.P. Carey
Asset Management, LLC for $23,500.

In April, 2005 the Company sold 22,000 shares of Common Stock to J.P Carey Asset
Management, LLC for $11,000.

In May, 2005 the Company sold 75,000 shares of Common Stock to J.P. Carey Asset
Management, LLC for $37,500

                                       -7-
<PAGE>


In June, 2005 the Company sold 26,000 shares of Common Stock to J.P. Carey Asset
Management, LLC for $13,000.


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

Overall Results

For the year ended  December  31, 2004 total  revenue was  $1,453,988.  Expenses
totaled  $1,731,148  which  resulted in a loss of $277,160.  We also incurred an
unrealized loss on restricted securities we were holding of $40,000. We received
this stock for  services  provided  earlier  in the  year.This  unrealized  loss
increased our comprehensive loss to $317,160.

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, 2004,  total revenue was  $1,453,988.  We earned
$1,419,622 from private  placements.  This included  $90,000 worth of restricted
stock  received  in June,  2004  from a client as part of our  compensation  for
services  provided.  At December 31, 2004, this stock had a fair market value of
$50,000, representing an unrealized loss of $40,000. During 2004, we also earned
$25,000 in consulting  fees,  $835 in interest,  and $8,531 in retail  brokerage
commissions from related parties.

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.

The market for private placements  deteriorated in 2005 verses 2004. In 2004, we
completed  13  transactions  for 11 different  clients.  In 2005 we completed 14
transactions for 6 clients. The 2005 transactions were considerably smaller than
those completed in 2004, which resulted in a decline in our revenue.

Expenses

Total expense for 2005 was $1,180,548, a decrease of $550,600 verses 2004.

During 2005, compensation expense decreased $408,986 to $640,501. This decrease
was the result of the following:

     1)   Commission  payments  declined  $165,500,  from  $407,500  in  2004 to
          $242,000 in 2005 due to a lower  total  dollar  value of  transactions
          being completed.
     2)   A decrease of $64,200 in the compensation of John C. Canouse, our CEO,
          who has received $96,800 in 2005. In 2004 he was paid $161,000.
     3)   A net  decrease  of  $175,210  in  salaries  primarily  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.  In August,  2004 we  accepted  the  resignation  of Mr.  Joseph
          Tabback,  our Trading  Manager,  subsequent to the  termination of our
          clearing  capability.  These departures  reduced our salary expense by
          $170,865.  Also, in 2005, we allocated more of our payroll  expense to
          our affiliated  companies  that we had in 2004.  The increase  totaled
          $4,346.
     4)   Our costs for  employer  payroll  taxes  declined  by $14,472 due to a
          lower  payroll  expense.  Our employee  benefit  expense  increased by
          $10,397 due to an improvement in insurance coverage and a reduction in
          the employee contributions toward the healthcare expense.

During the year we paid  $300,649  to J.P.  Carey  Securities,  Inc.,  a related
party,  for  consulting   services  and  assistance  on  our  private  placement
transactions. This was a decrease of $66,488 verses 2004. Without the assistance
of JP Carey  Securities,  Inc.,  we would have had great  difficulty  completing
these transactions.  During 2004, we had paid J.P. Carey Securities $367,137 for
their assistance. This amount declined due to fewer completed transactions.

Professional service expense,  which includes expenses for accounting,  clearing
services, legal, and other professional services, decreased by a net of $88,672,
to $74,932.  In this  category,  legal expenses  decreased by $24,517,  clearing
expenses  decreased  by $13,635 and the cost to register  and transfer our stock
decreased by $753. Due to fewer  transactions  we also reduced our referral fees
to other firms by $61,393. However, our accounting expense increased by $11,626.


                                       -8-
<PAGE>


Our net rent  expense  was  reduced by $6,676  from  $68,378 to $61,702 due to a
reduction in our use of services  provided by our landlord and the allocation of
a portion of the gross rent paid, to related parties whom share our facilities.

As previously  discussed,  we received stock valued at $90,000 in June, 2004. We
were required to retain this stock for one year before selling it. Between June,
2004 and December 31, 2004, the value of the stock declined. This resulted in an
unrealized  loss at December 31, 2004 of $40,000.  In 2005 we sold the stock and
incurred a loss of $40,068.

Our cost for  communication  increased  to $26,855  in 2005,  up from a net cost
$15,446  in 2004.  In 2005 we  increased  our  overnight  delivery  expense  and
international toll charges, This accounted for substantially all of the increase
in expense. In addition, during 2004 we received two credits on disputed charges
from previous telephone vendors.  These totaled $4,731. No credits were received
in 2005.

License & registration expense decreased by $393 due primarily to a reduction in
the number of states in which the company is registered to do business.

Data  processing  expense  decreased  by $18,986 due to the  termination  of our
information  services provided by NASDAQ,  Inc. utilized in conjunction with our
clearing service offerings.

Other expenses  decreased $976 in 2005. This account  includes  banking charges,
office supplies, miscellaneous expenses and local taxes.

Advertising  expense  declined by $2,740 in 2005  compared to 2004.  In 2005 our
advertising  expense  declined  because we did not issue press releases for each
completed private placement transactions.  This change in practice accounted for
the decrease in our expense.

Other operating expenses included the following:

Depreciation  expense  declined by $1,537 in 2005 due  primarily to the aging of
our fixed assets.

Insurance  expense  decreased  $3,465 due to a reduction in the cost of required
Workmen's Compensation Insurance coverage.

Travel and  entertainment  expense  decreased  by $3,158 due to an  decrease  in
travel in conjunction with fewer private placement transactions.

The Company has incurred  operating  losses of $277,160 and $230,140  during the
years  ended  December  31,  2004 and  2005,  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, 2005 other than net
operating loss  carryforwards.  The Company has net operating loss carryforwards
of  approximately  $4,130,000  at December 31, 2004,  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 $1,560,000 related to these carryforwards.

Liquidity

For the year ended December 31, 2004, we used net cash of $315,781 in operations
and  $2,790  for the  purchase  of  computer  equipment.  During  the  year,  we
terminated our clearing agreement with Fiserv Securities, Inc. This released our
restricted  clearing  deposit  with  Fiserv of  $35,000.  We used these funds in
operations.  We also  generated  $279,000  through the sale of 558,000 shares of
common stock to J.P. Carey Asset Management LLC, an existing shareholder.  These
transactions resulted in a net decrease in our cash of $39,571 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
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, 2005, we had unrestricted  cash of $45,186.  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

                                       -9-
<PAGE>


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  brokerage and trading which are  recognized on the day of
the trade. We also earn revenue from investment banking 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.

We do not require  collateral from our customers.  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, 2005 and the related  statements  of  operations,  shareholders'
equity and cash flows for the years  ended  December  31,  2005 and 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  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 position of JPC Capital Partners,  Inc. at
December 31, 2005,  and the results of its operations and its cash flows for the
years ended December 31, 2005 and 2004, 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
March 17, 2006


                                      -12-

<PAGE>

                           JPC Capital Partners, Inc.
                                  Balance Sheet
                                December 31, 2005

Assets

Cash                                                                $    45,186

Advances to employees                                                     4,000

Accounts receivable from related parties                                  3,170
                                                                    ------------
Total current assets                                                     52,356

  Furniture and equipment, net                                            3,887
                                                                    ------------
Total assets                                                        $    56,243
                                                                    ============

Liabilities and shareholders' equity

Current liabilities

Amounts due to related parties                                      $     4,500
                                                                    ------------

Total current liabilities                                                 4,500

Shareholders' equity

Common stock, $.001 par value; 95,000,000 shares
authorized, 24,006,546 shares outstanding                                24,007

Additional paid-in capital                                            5,674,342

Accumulated deficit                                                  (5,646,606)
                                                                    ------------

Total shareholders' equity                                               51,743

Total liabilities and shareholders' equity                          $    56,243
                                                                    ============

                See accompanying notes to financial statements


                                      -13-

<PAGE>



                           JPC Capital Partners, Inc.
                            Statements of Operations


                                             For the years ended December 31,
                                               2005                     2004
                                          --------------          --------------
Revenues:

Fees from private placements              $     945,106           $   1,419,622

Consulting fees                                   5,000                  25,000

Commissions from related parties                      -                   8,531

Interest income                                     302                     835
                                          --------------          --------------

Total Revenues                                  950,408               1,453,988


Expenses:

Compensation and benefits                       640,501               1,049,487

Consulting services from related
parties                                         300,649                 367,137

Professional services                            74,932                 163,604

Rent                                             61,702                  68,378

Realized loss on securities                      40,068                       -

Communications                                   26,855                  15,446

Licenses and registrations                       12,968                  13,361

Data processing                                   9,677                  28,663

Other expenses                                    4,129                   5,105

Advertising                                       3,400                   6,140

Depreciation and amortization                     2,235                   3,772

Insurance                                         1,717                   5,182

Travel and entertainment                          1,715                   4,873
                                          --------------          --------------

Total Expense                                 1,180,548               1,731,148
                                          --------------          --------------

Net loss                                  $    (230,140)          $    (277,160)
                                          ==============          ==============


Other comprehensive loss
Unrealized loss on securities                         -                 (40,000)
                                          --------------          --------------

Comprehensive loss                             (230,140)               (317,160)
                                          --------------          --------------

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

Weighed average number of common shares
Outstanding - basic and diluted              23,936,888              24,266,090
                                          ==============          ==============



                 See accompanying notes to financial statements



                                      -14-

<PAGE>

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

<TABLE>
<CAPTION>

                              Common Stock
                          Shares        Amount     Unrealized Holding      Additional     Accumulated      Total
                        Outstanding                  Loss Net of Tax        Paid-in         Deficit        Equity
                                                                            Capital
                       -------------   --------   --------------------   -------------   -------------   -----------
<S>                    <C>             <C>        <C>                    <C>             <C>             <C>
Balance                $ 23,149,546     23,150                      -    $  5,246,699    $ (5,139,306)   $  130,543
December 31,2003

Issuance of common          558,000        558                      -         278,442               -       279,000
stock

Current year net
loss                              -          -                      -               -        (277,160)     (277,160)

Unrealized holding
loss net of taxes                 -          -                (40,000)              -               -       (40,000)
                       -------------   --------   --------------------   -------------   -------------   -----------
Balance December         23,707,546     23,708                (40,000)      5,525,141      (5,416,466)       92,383
31, 2004

Issuance of common
stock                       299,000        299                      -         149,201               -       149,500

Unrealized holding
loss net of taxes                 -          -                 40,000               -               -        40,000

Current year net                  -          -                      -               -        (230,140)     (230,140)
loss
                       -------------   --------   --------------------   -------------   -------------   -----------
Balance,
December 31, 2005      $ 24,006,546     24,007                      -    $  5,674,342    $ (5,646,606)   $   51,743
                       =============   ========   ====================   =============   =============   ===========

</TABLE>


                 See accompanying notes to financial statements



                                      -15-

<PAGE>

                           JPC Capital Partners, Inc.
                            Statements of Cash Flows


                                                For the years ended December 31,
                                                     2005              2004
                                                --------------    --------------
Operating activities:

Net loss                                        $    (230,140)    $    (277,160)

Adjustments to reconcile net loss to net cash
used in operating activities:

   Depreciation                                         2,235             3,772

Net change in operating assets and
liabilities

   Reduction in restricted cash clearing
   balance                                                               35,000

   Restricted stock received for services                               (90,000)


   Sale of marketable securities                       50,000                 -

   Reduction in unrealized loss on securities          40,000                 -

   Accounts receivable                                 (2,612)           12,491

   Increase in employee advances                       (4,000)                -

   Accounts payable                                    (6,205)              116
                                                --------------    --------------

Net cash used in operating activities                (150,722)         (315,781)


Investing activities:

   Purchase of computer equipment                      (4,195)           (2,790)
                                                --------------    --------------

Net cash used in investing activities                  (4,195)           (2,790)

Financing activities:

   Issuance of common stock                           149,500           279,000
                                                --------------    --------------
Net cash provided by financing activities             149,500           279,000


Decrease in cash and equivalents                       (5,417)          (39,571)

Cash and equivalents at beginning of year              50,603            90,174
                                                --------------    --------------

Cash and equivalents at end of year             $      45,186     $      50,603
                                                ==============    ==============


Supplemental disclosure of cash flow
information:

Cash paid during the period for interest        $           -     $           -
                                                ==============    ==============
Cash paid during the period for taxes           $           -     $           -
                                                ==============    ==============



                 See accompanying notes to financial statements.


                                      -16-

<PAGE>


                           JPC Capital Partners, Inc.
                          Notes to Financial Statements


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., also a broker dealer and related party, with whom we share common owners.

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. 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).
                                      -17-

<PAGE>

                           JPC Capital Partners, Inc.
                          Notes to Financial Statements


Note 1. Business and Basis of Presentation (Continued)

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 its 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 95 % 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.

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.In December 2004, the FASB issued SFAS
153 "Exchanges of  Non-Monetary  Assets".This is an amendment of APB Opinion No.
29. This  Statement  amended  APB  Opinion 29 to  eliminate  the  exception  for
non-monetary  exchanges  of  similar  productive  assets  and


                                      -18-

<PAGE>


            JPC Capital Partners, Inc. Notes to Financial Statements


Note 2. Significant Accounting Policies (Continued)

replaces it with a general  exception for exchanges of non-monetary  assets that
do  not  have  ommercial  substance.  A  non-monetary  exchange  has  commercial
substance  if the  future  cash  flows of the  entity  are  expected  to  change
significantly as a result of the exchange.  The adoption of this Standard is not
expected  to have any  material  impact  on the  Company's  financial  position,
results of operations or cash flows.

In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based Payment".
This  Statement   requires  that  the  cost   resulting  from  all   share-based
transactions be recorded in the financial statements.  The Statement establishes
fair value as the measurement  objective in accounting for  share-based  payment
arrangements and requires all entities to apply a  fair-value-based  measurement
in accounting for share-based payment transactions with employees. The Statement
also  establishes  fair value as the measurement  objective for  transactions in
which an entity  acquires  services or goods from  non-employees  in share-based
payment   transactions.   The  Statement   replaces  SFAS  123  "Accounting  for
Stock-Based  Compensation"  and supersedes  APB Opinion No. 25  "Accounting  for
Stock Issued to  Employees".  The provisions of this Statement will be effective
for the Company  beginning  with its fiscal year ending in 2007.  The Company is
currently  evaluating  the impact this new Standard  will have on its  financial
position, results of operations, or cash flows.

Revenue Recognition

The  Company  earns  revenue  from  investment  banking   activities   including
successful completion of private placement  transactions.  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.  Retainer fees for consulting are
recognized as services are provided.

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.

Financial Instruments

The  carrying  amounts  reported  in the  balance  sheet for cash,  advances  to
employees  receivables and accounts payable  approximate fair value based on the
short-term maturity of these instruments.


                                      -19-

<PAGE>


                           JPC Capital Partners, Inc.
                          Notes to Financial Statements


Note 2. Significant Accounting Policies (Continued)

Property and Equipment

Office  equipment  is  carried at cost and  depreciated  using  accelerated  and
straight-line  methods over their estimated  useful lives.  Depreciation for the
year ended December 31, 2005 of $2,235 is included in expense.

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.

Stock Based Compensation

Statement of Financial  Accounting  Standards No. 123, ("SFAS 123")  "Accounting
for Stock-Based  Compensation",  encourages,  but does not require, companies to
record  compensation cost for stock-based  employee  compensation  plans at fair
value. The Company has chosen to account for stock-based  compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting  for  Stock  Issued  to  Employees",  and  related  interpretations.
Accordingly,  compensation  cost for stock options is measured as the excess, if
any, of the estimated  fair market value of the  Company's  stock at the date of
the grant over the amount an employee must pay to acquire the stock. The Company
has adopted the  "disclosure  only"  alternative  described in SFAS 123 and SFAS
148, which require pro-forma disclosures of net income and earnings per share as
if the fair value method of accounting had been applied.

Income Taxes

As of  December  31, 2005 the  Company  had an unused net  operating  loss carry
forward  of  approximately  $4,589,000  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:

The tax amounts have been calculated  using the Company's  effective  income tax
rate resulting from the use of graduated rates.

                                                                  2005
Deferred tax asset:
         Tax benefit of net operating loss carry forward        $ 1,640,000
         Less: Valuation allowance                               (1,640,000)
                                                                ------------
                  Total deferred tax asset                      $         0
                                                                ============


                                      -20-

<PAGE>


                           JPC Capital Partners, Inc.
                          Notes to Financial Statements


Note 2. Significant Accounting Policies (Continued)

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,
2005:
                                                                  2005
                                                                 ---------
         Computed (expected) 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 2019 and 2024. The utilization
of the above loss carry  forwards  for federal tax  purposes may not be possible
with changes in ownership of the Company.

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, 2005, the Company had aggregated  indebtedness of $4,500 and its
net capital as defined was $40,686, which exceeds the requirements by $35,686.

Note 4. Furniture and Equipment

At December 31, 2005 furniture and equipment consisted of the following:

                                                     Useful Life
                                                 -----------------
              Furniture                               5 Years           $ 1,829
              Telephone Equipment                     5 Years            19,990
              Computer Equipment                      3 Years            75,200
                                                                        --------
                                                                         97,019
              Accumulated Depreciation                                  (93,132)
                                                                       ---------
                                                                        $ 3,887
                                                                       =========

                                      -21-

<PAGE>


                           JPC Capital Partners, Inc.
                          Notes to Financial Statements


Note 5. Commitments and Contingencies

The Company rents its office  facility  under a lease that expires in May, 2006.
The future minimum  obligation  under this lease is $41,350.  The Company cannot
cancel the lease prior to its expiration without penalty. Net rental expense for
the year ended December 31, 2005 totaled $61,702.

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.

In  accordance  with  industry  practice,  customers  and other  dealers are not
required to deliver cash or securities pursuant to securities transactions until
settlement date. The Company is not exposed to risk of loss, other than the loss
of commission income, should any counterpart to a securities transaction fail to
fulfill his contractual obligation.

In 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 # 2004CV88793.  The firm of
Fried & Bonder,  LLC,  Atlanta,  GA was retained to defend the Company.  In June
2005 the Company was dropped as a defendant in the case.

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 are exercisable at $1.25, and have been adjusted
for stock splits, and have entirely vested. In 2003 we cancelled options granted
to former  employees  totaling  225,000  shares.  Options  granted to Mr. Joseph
Tabback,  a former employee of the Company,  to purchase 150,000 shares of stock
expired on August 31, 2005.  The remaining  625,000 shares are  exercisable.  Of
this amount, 150,000 will expire May 01, 2006. The remaining 475,000 will expire
in October, 2006.

                                      -22-

<PAGE>


                           JPC Capital Partners, Inc.
                          Notes to Financial Statements


Note 6. Shareholders' Equity (continued)

During  2005 we sold  299,000  shares  of  common  stock  to  J.P.  Carey  Asset
Management  LLC, a related party and an accredited  investor,  for $149,500,  an
average price of $0.50.

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  $294,025  to JP Carey  Securities,  Inc.,  a
related  party,  with whom we share common  ownership  for  assistance  with our
private  placement  transactions.  The Company  received  $6,836 from J.P. Carey
Securities,  Inc.  as  reimbursement  for rent,  healthcare  expense,  telephone
expense, and administrative support.

The Company paid $6,375 to JP Carey Asset Management, LLC, a related party, with
whom we share  common  ownership,  for  assistance  with our  private  placement
transactions. The Company received $11,495 from J.P. Carey Asset Management, LLC
as  reimbursement  for  rent,   healthcare  expense,   telephone  expense,   and
administrative support.

The Company  also paid $249 in  miscellaneous  expenses on behalf of JPC Holding
Company,  Inc., a related party. JPC Holding  Company,  Inc. is owned by John C.
Canouse.

During  the year the  Company  also made cash  advances  to Scott C.  Martin,  a
related  party,  and  brother-in-law  to John C. Canouse.  He is a  commissioned
salesperson  for the  Company.  No interest  was charged for the  advances.  Mr.
Martin received two advances  totaling  $12,000.  As of December 31, 2005 he had
repaid $8,000 of this amount. In January, 2006 he received an additional $3000.

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. Mr. Connor is a first cousin to John C. Canouse.

                                      -23-

<PAGE>


                           JPC Capital Partners, Inc.
                          Notes to Financial Statements


Note 8.  Subsequent Events

In February  2006,  the Company sold 285,000  shares of common stock to JP Carey
Asset Management LLC, a related party, an accredited  investor,  and shareholder
for $28,500.

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          41           Chief executive officer, chairman and
                                      president
Jimmie N. Carter         59           Executive vice president, chief financial
                                      officer and director
Janet L. Thompson        52           Executive vice president, chief compliance
                                      office 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

                                      -24-

<PAGE>

European bonds and emerging  market  equities.  Mr. Canouse  graduated with a BA
degree in Business Administration from Stetson University.

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 also serves as chief compliance  officer of
J.P. Carey Securities,  Inc., an affiliated  investment  banking firm located in
Atlanta,  Georgia.  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 19 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.


                                      -25-

<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
                                                                                 Awards
                                         -------------------------------  -----------------------  -------  ------------
   Name and Principal        Year Ended    Salary    Bonus     Other      Restricted   Securities   LTIP      All Other
        Position              Dec. 31       ($)                Annual       Stock      Underlying  Payouts  Compensation
                                                            Compensation    Awards      Options/     ($)        ($)
                                                                ($)                     SARs(#)
--------------------------   ----------  ----------  -----  ------------  ----------  -----------  -------  ------------

<S>                           <C>       <C>          <C>    <C>           <C>         <C>          <C>      <C>
John C. Canouse                2005      $  96,800                    -           -                     -             -

Chier Executive Officer        2004      $ 161,000                    -           -                     -             -

                               2003             (1)                   -           -                     -             -



Jimmie N. Carter               2005      $  96,000   $ 500            -           -           (4)       -             -

Executive Vice President       2004      $  96,000                    -           -                     -             -

& Chief Financial              2003      $  96,000                    -           -                     -             -
Officer

Jose A. Auffant                2005      $  59,135                    -           -           (4)       -             -

Executive Vice President       2004      $ 150,000                    -           -                     -             -

& General Counsel              2003             (2)                   -           -                     -             -

Joseph P. Tabback              2005              -                    -           -           (4)       -             -

Executive Vice President       2004      $  80,000                    -           -                     -             -

& Trading Manager              2003      $ 120,000                    -           -                     -             -

Janet L. Thompson              2005      $  70,000   $ 500            -           -           (4)       -             -

Executive Vice President &     2004      $  70,000                    -           -                     -             -

Chief Compliance               2003             (3)                   -           -                     -             -
Officer

</TABLE>

<TABLE>
<CAPTION>


                                            Number of    % of Total Options     Exercise or     Expiration
                                           Securities   Granted to Employees    Base Price         Date
                                           Underlying     In Fiscal years      ($per share)
                                            Options
                                          ------------  --------------------  ---------------  ------------
<S>                                       <C>           <C>                   <C>              <C>
Jimmy B. Holton (Cancelled)                   200,000           20 %             $   1.25           NA

Jimmie N. Carter                              150,000           15 %             $   1.25       10/10/2006

Jose A. Auffant                               150,000           15 %             $   1.25        5/31/2006

Joseph P. Tabback (Expired)                   150,000           15 %             $   1.25           NA

Janet L. Thompson                             100,000           10 %             $   1.25       10/10/2006


</TABLE>


                                      -26-


<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 2005 or 2004.

Employment Agreements

None




                                      -27-



<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, 2005
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.

<TABLE>
<CAPTION>


Name (1)                                      Number of shares (2)        Percent Held (3)
---------------------------------------      ----------------------      -----------------
<S>                                          <C>                         <C>
John C. Canouse (4)                                16,475,156                    67.5 %

Jimmie N. Carter                                      230,000 (5)                  (6)

Janet L. Thompson                                     100,000 (7)                  (6)

Cache Capital (USA) L.P. (8)                        2,183,664                     9.0 %

J.P. Carey Asset Management, LLC                    1,467,900                     6.1 %

Directors and officers as a group (4
persons) (4)                                       17,085,156                    70.9 %


</TABLE>

     1.   The address for all officers  and  directors is 555 North Point Center
          East, 4th Floor, Alpharetta, GA 30022.

     2.   Information  presented  includes  shares of Common Stock issuable upon
          the exercise of stock  options,  which have vested or will vest within
          60 days of the date of this Annual Report.

     3.   Information  presented  assumes  shares of Common Stock  issuable upon
          exercise of stock options of such beneficial owner that have vested or
          will vest within 60 days of the date of this Annual Report.

     4.   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 67.5.% of our  outstanding  Common  Stock as
          follows:  The  Rearden  Trust -  16,395,156  (68.3%) 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. 5. Information  presented  includes 80,000 shares of
          Common Stock and 150,000  shares of Common Stock which Mr.  Carter has
          the right to acquire  upon  exercise of stock  options.  6.  Ownership
          percentage is less than 1%.

     7.   Information  presented  includes  100,000 shares of Common Stock which
          Ms. Thompson has the right to acquire upon exercise of stock options.

     8.   The address  for Cache  Capital  (USA) L.P. is 555 North Point  Center
          East,  4th Floor,  Alpharetta,  GA 30022.  Cache Capital (USA) L.P. is
          controlled by J. P. Carey Asset Management,  LLC, its General Partner.
          Joseph C. Canouse,  the brother of John C.  Canouse,  is the president
          and sole owner of J. P. Carey Asset Management, LLC.


                                      -28-

<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
and J. P. Carey  Securities,  Inc.,  including  John C. Canouse,  our president,
chief  executive  officer and chairman,  Jimmie N. Carter,  our  executive  vice
president  and chief  financial  officer,  Jose A. Auffant,  our executive  vice
president and secretary, 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.

For the year ended December 31, 2004, we earned  commissions on retail brokerage
activities  totaling $8,531,  all from related parties or affiliated  companies.
For the same period in 2005, no retail brokerage commissions were earned.



                                      -29-

<PAGE>


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

(a)      Exhibits

   Exhibit #     Description
   ---------     -----------
      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).]

     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).]

     31.1        Certification of Chief Executive Officer

     31.2        Certification of Chief Financial Officer


                                      -30-

<PAGE>


     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



ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the year ended  December  31,  2005 the  Company  incurred  audit fees of
$23,000 . These fees were for  annual  audit  services  and  quarterly  reviews.
During the year ended December 31, 2004 these fees totaled  $21,362.  These fees
included  the cost of the annual audit and reviews of the  quarterly  and annual
filings with the Securities and Exchange Commission.





                                      -31-

<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 17, 2006

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 17, 2006

                                    /s/  Janet L. Thompson
                                    -------------------------------
                                    Janet L. Thompson
                                    Executive Vice President, Chief
                                    Compliance Officer and Director
                                    Date:      March 17, 2006