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, 2003

                        Commission File Number 333-74396


                                CORPFIN.COM, 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, 2003 were $31,899.

The number of shares of Common Stock of the issuer outstanding as of March 26,
2004 was 24,183,546.


                                TABLE OF CONTENTS
                                                                 Page No.

           Forward-Looking Statements                                3

PART  I

Item 1.    Description of Business                                   4
Item 2.    Description of Property                                   9
Item 3.    Legal Proceedings                                         9
Item 4.    Submission of Matters to a Vote of Security Holders       9

PART II

Item 5.    Market for Common Equity and Related Stockholder
           Matters                                                   9
Item 6.    Management's Discussion and Analysis or Plan of
           Operations                                               12
Item 7.    Financial Statements                                     17
Item 8.    Changes In and Disagreements With Accountants on
           Accounting and Financial Disclosure                      28
Item 8.a.  Controls and Procedures                                  28

PART III

Item 9.    Directors, Executive Officers, Promoters and
           Control Persons; Compliance With Section 16(a)
           of the Exchange Act                                      28
Item 10.   Executive Compensation                                   30
Item 11    Security Ownership of Certain Beneficial Owners
           and Management And Related Stockholder Matters           32
Item 12    Certain Relationships and Related Transactions           34
Item 13    Exhibits and Reports Filed On Form 8K                    35
Item 14    Principal Accountant Fees and Services                   36
           Signatures






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                           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.


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<PAGE>



                                     PART I

ITEM 1.  Business

General

Corpfin.com, Inc. was incorporated in Delaware on April 26, 1999. We are
registered with the SEC as a broker-dealer under the Securities Exchange Act of
1934 and are a member of the National Association of Securities Dealers, Inc.
("NASD").

We specialize in arranging private placements and other financings for public
companies. We also provide a limited range of other corporate finance functions,
including business consulting, merger and acquisition services and retail
brokerage services. We anticipate that most of our future revenues will come
from our investment banking and corporate finance activities even though we have
relied heavily on revenues from retail brokerage activities with related parties
since January 2001. Our principal source of fees in the future is expected to
come from commissions associated with completed financings and to a lesser
extent from commissions on trading activities and fees derived from consulting
services if we are successful in implementing our business plan, of which there
are no assurances.

Our initial business strategy involved utilizing the Internet to identify
prospective security issuers and investors. In July 1999, we engaged a third
party provider to design and develop a website. The website became operational
in January 2000. The development cost was approximately $227,000. We also hired
a third party to host and maintain the site at a cost of approximately $7,000
per month.

During the fourth quarter of 1999, we initiated a marketing and public relations
program to make potential securities issuers and investors aware of our company.
We maintained this program throughout 2000. The cost of this program was
approximately $325,000. In January 2001, we terminated our relationship with the
public relations firm.

In March 2001, we sold our old client database to J. P. Carey Enterprises, Inc.,
a related party, for $80,000, in order to raise funds and because the new
extensive network of potential client investors and companies that we had
previously acquired made the database less important to us. We had developed the
client database as part of our daily work routine beginning in November 1999.
The database consisted of company names, addresses, phone and fax numbers, email
addresses, and information on each potential client's financial needs or recent
financings. The database was developed through contacts made at tradeshows, via
"hits" to our website, through research of periodicals, and telephone contacts
with persons responding to our advertising and marketing program. The sale price
of the database was determined by estimating how much it would cost for J. P.
Carey Enterprises, Inc. to duplicate the database assuming that it hired a
dedicated analyst to do so.

During 2001 we continued to pursue our Internet marketing and lead generation
strategy to develop business but we also began to utilize more traditional
methods. This included contacting potential issuers and investors directly by
telephone or personal meetings. These potential issuers and investors were
either in our new client database or referrals from other broker-dealers and
professional firms, fellow participants in industry trade shows and meetings, or
contacts made through unsolicited sales calls. We also began offering financial
consulting services to prospective clients. In January 2004, we increased our
emphasis on the more traditional approach to our business. 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.
Collectively, in 2003, they generated more than $2,000,000 in commission revenue
for J.P. Carey Securities, Inc. As an incentive to join the Company, Mr. Martin
was granted 100,000 shares of common stock. The Company also granted 200,000
shares of common stock each to both Mr. James P. Canouse and Mr. Jeffrey M.
Canouse.

In addition to introducing investors to issuers, we offer our clients services
relating to financings and other transactions, including, but not limited to,
assistance with planning, analyzing and forecasting long-term financial outlook
and needs, with locating, arranging, analyzing, negotiating and obtaining debt

                                       4

<PAGE>

and equity resources, and with capital market and investor relations matters. We
also offer to assist our clients with marketing, public relations, acquisitions,
strategic planning and business opportunities by introducing them to a network
of sector-specific professionals including retail broker-dealers, institutional
fund managers, analysts, merger and acquisition specialists,
investor/shareholder relations firms and media communications experts.

Retail Brokerage

The NASD regulates trading and retail operations of member firms such as ours.
Under our current membership agreement, we are required to maintain a minimum
net capital balance of $100,000 pursuant to SEC Rule 15c3-1(a)(2)(ii) and clear
all transactions on a fully disclosed basis through a clearing firm. We cannot
carry customer accounts, hold customer funds, or safekeep customer securities.
The agreement permits us to conduct business as a broker or dealer retailing
corporate equity or debt securities, including NASDAQ Smallcap and Bulletin
Board securities. We can also function as a trader for securities in a
proprietary account, act as agent for the private placement of securities on a
"best efforts" basis, and act as a market maker in a maximum of five securities.

We have a clearing agreement with Fiserv Securities, Inc., Philadelphia, PA and
do not hold any funds or securities for our customers. Fiserv processes
securities transactions for Corpfin and the accounts of its customers for which
Corpfin pays Fiserv a fee. All transactions are cleared through Fiserv
Securities, Inc., who carry and maintain the accounts on our behalf. Services of
Fiserv include billing and credit extension, control and receipt, and custody
and delivery of securities. Corpfin pays a transaction charge for these
services.

We currently do a limited volume of retail brokerage activities primarily for
our officers, directors and other related or affiliated parties. We provide both
cash and margin accounts but are not permitted to offer option accounts. We
charge account holders a minimum of $20 per trade plus a 2% commission based
upon the value of the transaction, but, generally, we waive the commission for
our officers, directors and other employees. Corpfin does not charge a
maintenance fee in excess of the $35 annual fee for IRA accounts charged by
Fiserv Securities, Inc. We are currently registered as a broker-dealer in 28
states.

General Transaction Approach

The following processes would be completed by investors, issuers or
broker-dealers interested in participating in a private placement through our
website:

Investor Process

A potential investor would follow the following procedures when accessing our
website:

Register an account with Corpfin - Potential investors complete a template,
online or with a hardcopy. For due diligence purposes, we require summary
information on the investor. Increasingly, we are identifying and soliciting
potential investors directly. These two approaches combine to develop our
database of investors.

Receive a response from Corpfin - A compliance officer reviews the submitted
information and we generally respond to the potential investor within two
business days.

Issuer contacts potential investors - We will provide issuers with a list of
investors who appear to meet their needs. In many cases, we provide the issuers
with information about market conditions and make them aware of the terms which
will typically be present in the types of financings sought. We then introduce
the issuers to potential investors, either directly or by giving the issuer the
information to permit them to contact investors themselves.

Complete the transaction - Once the terms between the issuer and the investor
have been agreed upon, the transaction and documentation is completed offline.
The closing will take place through an escrow account established by us with the

                                       5

<PAGE>

Bank of New York. We receive a commission from the issuer based on the proceeds
actually received. In general, we do not receive fees for obtaining or
introducing commitments.

Issuing Company Process

 Issuing companies are publicly-traded companies seeking financing and such
companies would follow the following procedures when accessing our website:

Register an account with Corpfin - This is done by completing our account form
template located on our website. Our "Privacy Policy" is included online and
explains how we handle all confidential information and materials that we
receive.

Receive a response from Corpfin - All account applications are reviewed by our
employees, and we generally respond to applicants within two business days.

Review profiles of potential investors - We provide issuers with an investor
list. The list is edited to include the sources that appear to best correspond
with their needs. The issuer is able to view some profile information on
potential investors. The information that we provide to the issuers is from the
template completed during the registration process. Starting in early 2001, we
have been providing much of this information at meetings with issuers.

Opportunity alert - When an issuer decides that an investor fits their needs,
they may contact the investor directly with an investment opportunity or one of
our representatives will contact the potential investor to describe the proposal
or opportunity. Our representatives assist in the discussions involving terms of
the transaction if asked to do so by the issuer.

Complete the transaction - Once the terms between the issuer and the investor
have been agreed upon, the transaction and documentation are completed offline.
The closing will take place through an escrow account established by us with the
Bank of New York. Corpfin charges a commission to the issuer that generally
ranges from 6 to 10% of the gross proceeds received.

Broker-Dealer Process

We also assist broker-dealers using a process similar to that for issuing
companies. Broker-dealers may register on our website or deal with one of our
representatives directly in order to obtain assistance in completing their
deals. We also seek issuer referrals from broker-dealers.

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 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.

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<PAGE>

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. Corpfin is a
broker-dealer registered with the SEC and is a member of the NASD. Our
broker-dealer is also subject to regulation under state law. We are currently
registered as a broker-dealer in 28 states.

         Competition

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

The securities industry has become considerably more concentrated and more
competitive in recent years as numerous securities firms have either ceased
operation 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 Corpfin. Furthermore, numerous commercial banks have
petitioned the Board of Governors of the Federal Reserve System for permission
to enter into various new business activities from which they are currently
barred, such as underwriting certain mortgage-backed and municipal revenue
securities and securities backed by consumer loans. Various legislative
proposals, if enacted, would also permit commercial banks to engage in such
activities. Ultimately, these developments or other developments of a similar
nature may lead to the creation of integrated financial service firms that offer
a broader range of financial services.

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     providing advice that assists small public companies to succeed;

   o     negotiating competitive and fair 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, Corpfin 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 brokers-dealers,
is designed to measure the general financial integrity and liquidity of a

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<PAGE>

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 and 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 underwriting, their net capital requirements will
significantly increase. The SEC and the NASD impose rules that require
notification when net capital falls below certain predefined criteria, dictate
the ratio of debt to equity in the regulatory capital composition of a
broker-dealer, and constrain the ability of a broker-dealer to expand its
business under certain circumstances.

The Uniform Net Capital Rule and NASD rules require prior notice to the SEC and
the NASD for certain withdrawals of capital and also provide that the SEC may
restrict for up to 20 business days any withdrawal of equity capital, or
unsecured loans or advances to shareholders, employees or affiliates if the
capital withdrawal, together with all other net capital withdrawals during a
30-day period, exceeds 30% of excess net capital and the SEC concludes that the
capital withdrawal may be detrimental to the financial integrity of the
broker-dealer.

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

As of December 31, 2003, our minimum net capital requirement for Corpfin was
$100,000.

During the eight month period ended August 31, 2003, on several occasions, we
violated the "early warning" provisions of the Uniform Net Capital Rule. This
rule requires a registered broker dealer to report its net capital position to
the SEC and the NASD if net capital falls below 120% of its minimum requirement.
We complied with this requirement on each occasion when our net capital fell
below 120% of our minimum. Thereafter, within one week of the violation, we
acquired additional capital from an existing shareholder.

In December, 2003 we implemented the new SEC accounting procedure for the
allocation of certain Corpfin.com, Inc. 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. Subsequently, when we reported our
December 31, 2003 financials to the NASD, we included $13,049 of accounts
receivable due from related companies as allowable assets in the computation of
our capital position. In late January 2004 the NASD and the SEC advised us that
these receivables were not allowable assets and required us to file an amended
FOCUS report for the period ended December 31, 2003. As a result of this error
our capital fell below the 120% level and we were in violation of the "early
warning" provisions discussed above. We corrected this capital shortage on
January 30, 2004.

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, which
could force the firm to cease operations. Corpfin is a member of Securities

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Investor Protection Corporation ("SIPC"), which provides, in the event of the
liquidation of a broker-dealer, protection for clients' accounts up to $500,000,
subject to a limitation of $100,000 for claims for cash balances.

Employees

At December 31, 2003, we employed six persons, four of whom were 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
and state authorities in order to qualify to perform their job responsibilities
and to transact business.

ITEM 2. DESCRIPTION OF PROPERTY.

At December 31, 2003, 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 rental of approximately $98,000 per annum. Our lease
provides office space, a shared receiptionist, and local telephone services.
This lease expires on May 31, 2004.

ITEM 3. LEGAL PROCEEDINGS.

The Company is not a party to any legal proceeding as of the date of this
document.

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, 2003.


                                     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". 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 June 30, 2003                 $2.00             $0.10
         Quarter ended September 30, 2003            $0.60             $0.06
         Quarter ended December 31, 2003             $0.25             $0.07

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

There were 23,149,546 shares of Common Stock issued and outstanding at December
31, 2003.

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

Recent Sale of Unregistered Securities

In April, 2001 the Company sold 56,000 shares of Common Stock to J.P Carey
Enterprises, Inc., a related party, for $70,000.

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<PAGE>

In May, 2001 the Company sold 40,000 shares of Common Stock to J.P Carey
Enterprises, Inc. for $50,000.

In June, 2001 the Company sold 48,000 shares of Common Stock to J.P Carey
Enterprises, Inc. for $60,000.

In August, 2001 the Company sold 40,000 shares of Common Stock to J.P Carey
Enterprises, Inc. for $50,000.

In September, 2001 the Company sold 96,000 shares of Common Stock to Harbour
Nominees Ltd, an accredited investor, for $120,000, and issued a warrant to the
investor allowing it to purchase up to an additional 96,000 shares of our Common
Stock at a price of $1.25 per share. The warrant expires at the close of
business on September 28, 2006. In lieu of exercising this warrant, the holder
may from time to time convert the warrant, in whole or in part, into a number of
shares determined by dividing (a) the aggregate fair market value of the shares
issuable upon exercise of the warrant minus the aggregate warrant price of such
shares by (b) the fair market value of one share. If our shares are traded in a
public market, the fair market value of the shares shall be the average closing
price of the shares reported for the ten business days immediately before holder
delivers its Notice of Exercise to us. If the shares are not traded in a public
market, our board of directors shall determine fair market value in its
reasonable good faith judgment.

In October, 2001 the Company issued 200,000 shares of Common Stock to Jose A.
Auffant, Executive Vice President, Secretary, and Director of the Company, as
part of his compensation for services provided. The Company recorded this stock
at an issue price of $1.25 per share.

In October, 2001 the Company issued 80,000 shares of Common Stock to Jimmie N.
Carter, Executive Vice President and Chief Financial Officer of the Company, as
part of his compensation for services provided. The Company recorded this stock
at an issue price of $1.25 per share.

In October, 2001 the Company issued 80,000 shares of Common Stock to Joseph P.
Tabback, Executive Vice President, Trading Manager, and Director of the Company,
as part of his compensation for services provided. The Company recorded this
stock at an issue price of $1.25 per share.

In October, 2001 the Company issued 200,000 shares of Common Stock to Jimmy B.
Holton, consultant to the Company, as part of his compensation for services to
be provided. The Company recorded this stock at an issue price of $1.25 per
share.

In November, 2001 the Company issued 210,000 shares of Common Stock to
eSAFETYWORLD, Inc., as compensation for services provided per a Consulting
Agreement dated June 2001. The Company recorded this stock at an issue price of
$1.25 per share.

In November, 2001 the Company sold 16,000 shares of Common Stock to J.P Carey
Enterprises, Inc. for $20,000.

In December, 2001 the Company issued 350,000 shares of Common Stock to
eSAFETYWORLD, Inc., as compensation for services provided per the Consulting
Agreement of June 2001. The Company recorded this stock at an issue price of
$1.25 per share.

In January, 2002 the Company issued 140,000 shares of Common Stock to
eSAFETYWORLD, Inc., as compensation for services provided per the Consulting
Agreement of June 2001. The Company recorded this stock at an issue price of
$1.25 per share.

In February, 2003 the Company sold 12,800 shares of Common Stock to J.P Carey
Enterprises, Inc. for $16,000.

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<PAGE>

In March, 2003 the Company sold 31,000 shares of Common Stock to J.P Carey
Enterprises, Inc. for $38,750.

In April, 2003 the Company sold 6,400 shares of Common Stock to J.P Carey
Enterprises, Inc. for $8,000 and 20,800 shares of Common Stock to J.P. Carey
Asset Management, LLC for $26,000.

In May, 2003 the Company sold 38,400 shares of Common Stock to J.P. Carey Asset
Management, LLC for $48,000.

In June, 2003 the Company sold 92,000 shares of Common Stock to J.P. Carey Asset
Management, LLC for $36,000.

In July, 2003 the Company sold 90,500 shares of Common Stock to J.P. Carey Asset
Management, LLC for $45,250.

In August, 2003 the Company sold 95,000 shares of Common Stock to J.P. Carey
Asset Management, LLC for $47,500.

In September, 2003 the Company sold 106,000 shares of Common Stock to J.P. Carey
Asset Management, LLC for $53,000.

In October, 2003 the Company sold 80,000 shares of Common Stock to J.P. Carey
Asset Management, LLC for $40,000.

In November, 2003 the Company sold 36,000 shares of Common Stock to J.P. Carey
Asset Management, LLC for $18,000.

In December, 2003 the Company sold 76,000 shares of Common Stock to J.P. Carey
Asset Management, LLC for $38,000.

In January, 2004 the Company sold 110,000 shares of Common Stock to J.P. Carey
Asset Management, LLC for $55,000.

In January, 2004 the Company issued 200,000 shares of Common Stock to John C.
Canouse, CEO as part of his compensation for services provided. The Company
recorded this stock at an issue price of $.50 per share.

In January, 2004 the Company issued 200,000 shares of Common Stock to James P.
Canouse as part of his compensation for services to be provided. The Company
recorded this stock at an issue price of $.50 per share.

In January, 2004 the Company issued 200,000 shares of Common Stock to Jeffrey M.
Canouse as part of his compensation for services to be provided. The Company
recorded this stock at an issue price of $.50 per share.

In January, 2004 the Company issued 100,000 shares of Common Stock to Scott C.
Martin as part of his compensation for services to be provided. The Company
recorded this stock at an issue price of $.50 per share.

In January, 2004 the Company issued 50,000 shares of Common Stock to Janet L.
Thompson, Executive Vice President & Chief Compliance Officer, as part of her
compensation for services provided. The Company recorded this stock at an issue
price of $.50 per share.

In January, 2004 the Company issued 40,000 shares of Common Stock to Eric W.
Smothers as part of his compensation for services provided. The Company recorded
this stock at an issue price of $.50 per share.

                                       11

<PAGE>

In February, 2004 the Company sold 24,000 shares of Common Stock to J.P. Carey
Asset Management, LLC for $12,000.

In March, 2004 the Company sold 110,000 shares of Common Stock to J.P. Carey
Asset Management, LLC for $55,000.


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

Revenue from referral fees and commissions earned on securities placement
transactions are recognized upon payment and are normally paid within three
business days after transactions are completed.

Commissions earned on securities trading and execution transactions for
brokerage clients are recognized at the time of trade. Our clearing firm
normally pays these commissions 10 to 20 days after the close of the calendar
month in which settlement is made.

Revenue

For the year ended December 31, 2002, our revenue totaled $122,878. Of this
amount, $121,852 was received for retail brokerage services provided, $120,079
of which came from related parties. We also earned an additional $1,026 in
interest income.

For the year ended December 31, 2003, total revenue was $31,899. Of this amount,
$25,826 was received for retail brokerage services provided to related parties.
We also received $1,073 in interest income and $5,000 in consulting income. The
decrease in revenue of $90,979, or approximately 74% of the prior year's total,
was due to a decline in the trading activity of our major institutional clients,
the overall decline in the equity markets, and the absence of new institutional
accounts.

Expenses

 For the year ended December 31, 2003, we had total net expenses of $367,013 and
incurred a net loss of $335,114. During this time period, total net expense was
reduced by $496,710, compared with the year ended December 31, 2002 when
expenses totaled $863,723.

For the year December 31, 2003, we recorded a reduction to our expenses of
$250,000 reflecting a reversal of the cost recorded in 2001 for the issuance of
200,000 shares of common stock to a consultant, Jimmy Holton, at $1.25 per
share. This stock award was granted to Mr. Holton as part of his compensation
for services to be provided to the company over a three-year period. During
December, 2002, Mr. Holton abandoned all positions at Corpfin and therefore was
unable to fulfill his obligations as consultant to the company. We allowed Mr.
Holton several months to reinitiate his efforts on our part but he failed to do
so. The stock grant was subsequently canceled. Management believes it is
appropriate to reflect this change in circumstances in our report and adjust our
financial statements accordingly. This adjustment is a non-cash transaction.

For purposes of this management discussion and analysis in reviewing the results
of operations for the year ended December 31, 2003, we have excluded the
$250,000 expense adjustment described above in our total expense. This will
facilitate a more reasonable comparison with the results of operations for the
year ended December 31, 2002.

Accordingly, excluding the $250,000 reduction in expense, for the year ended
December 31, 2003 total expense was $617,013. This represents a reduction of
$246,710 in total expense verses the prior year.

Our operating expenses increased in two categories during 2003:

                                       12

<PAGE>

1) Compensation expense increased by $63,700 to $324,548 in 2003. This was a
result of the transfer of Jose Auffant, Executive Vice President & General
Counsel, from the payroll of J.P. Carey Enterprises, Inc., a related company, to
Corpfin on June 1, 2003.

2) Advertising expense totaled $5,275 in 2003. This expenditure was made
subsequent to the approval of the Company's common stock registration. Through
publication of certain information about Corpfin, we were able to efficiently
comply with the "Blue Sky" regulations of various states which would facilitate
public trading of the stock.

Our operating expenses declined in all other expense categories:

Professional service expense, which includes expenses for consulting, legal,
accounting, and clearing services, was reduced from $371,538 in 2002, to
$146,335 in 2003 as follows:.

During 2002, we recognized $175,000 in expense associated with a consulting
agreement with eSAFETYWORLD, Inc. In 2003, we had no additional expense under
the consulting agreement.

Our expenses for consulting services, part of the professional services expense
category, declined from $99,750 in 2002, to $91,000 in 2003. During 2002, we
recognized $99,750 in expense paid to Jimmy Holton, a consultant. We did not use
the services of Mr. Holton in 2003. We did record $91,000 in consulting service
expense in 2003. This charge represented the cumulative value of commission
advances previously granted to Eric Smothers, a sales representative, in
recognition of his past service to the company.

Our Legal expense declined from $55,176 in 2002, to $28,000 in 2003. This was
due to a reduction in the need for legal services after the final approval of
our registration filing.

Our cost for Accounting services increased from $21,490 in 2002, to $26,000 in
2003. This was due primarily to the expense of quarterly reviews of our
financial statements and regulatory filings by our outside accounting firm.

During 2003, we received an expense credit of $7,338 from Fiserv, our clearing
firm, for previous charges made in error to our account. This resulted in a net
clearing expense of $1,335 for 2003. In 2002 we had incurred expenses of
$12,019, a net reduction of $10,684.

In 2002, we had reported other professional service expense of $8,103. We
incurred no such expenses in 2003.

Other operating expenses included the following:

Depreciation and amortization expense was reduced by $18,684, from $23,769 in
2002, to $5,085 in 2003. This was due primarily to the aging of our fixed assets
and the final amortization of leasehold improvements made in our previous office
space.

Travel and entertainment expense was reduced by $3,996, from $5,305 in 2002, to
$1,309 in 2003. The reduction in travel expense was the result of fewer trips by
staff members due to the broad decline in market interest in new equity issues
caused, in part, by the depressed market prices for equities in general.

Communication expense was reduced by $21,513 from $27,398 in 2002, to $5,885 in
2003. This was primarily due to the combination of our office facilities with JP
Carey Enterprises, Inc., JP Carey Asset Management, LLC, and JP Carey
Securities, Inc., all related companies.

Insurance expense declined $5,214 from $7,745 in 2002, to $2,531 in 2003. In
late 2001 we changed the level of loss retention and coverage on our policies.
This provided savings of approximately $2,500 during both 2002 and 2003. In
addition, our liability policy expired during 2002 and we were unable to obtain
new coverage. We are continuing to pursue new liability insurance coverage but

                                       13

<PAGE>

are discouraged by our results. The general market for this coverage is poor due
to the failure of several large public companies. Further, since we have a
limited operating history and participate in the financial services industry,
coverage is even more difficult to obtain at reasonable premiums. The inability
to obtain a new liability policy in 2003 contributed approximately $2,700 to our
expense reduction.

Other expense was reduced by $1,115 from $9,978 in 2002, to $8,863 in 2003. This
expense account included the write off of $3,645 due the Company by Jimmy
Holton. This represents an advance made to him during his employment which we
were unable collect upon the termination of his services.

Rent expense was reduced by $16,752, from $88,639 in 2002, to $71,887 in 2003.
This was also due to the combination of our office facilities with JP Carey
Enterprises, Inc., JP Carey Asset Management, LLC, and JP Carey Securities,
Inc., all related companies.

Data processing expense decreased by $3,257 from $37,228 in 2002, to $33,971 in
2003. This decrease was primarily due to the elimination of outside vendors no
longer needed by the company.

License & registration expense decreased by $19,951, from $31,275 in 2002 to
$11,324 in 2003. Beginning in January, 2003, the Company substantially reduced
the number of states in which it is registered as a securities dealer. This was
the primary reason for the lower expense incurred in 2003.

The Company has incurred an operating loss of $740,845 and $335,114 during the
years ended December 31, 2002 and 2003, 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, 2003 other than net
operating loss carryforwards. The Company has net operating loss carryforwards
of approximately $5,060,000 at December 31, 2003, 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 $1,771,000 related to these carryforwards.

Liquidity

To date, all of Corpfin's financial resources have been provided by its founding
investors and related parties, who have no obligation to provide additional
funds. Corpfin does not have any credit facilities or other contractual
commitments for debt or equity financing. No assurances can be given that
financing will be available. We believe that current market conditions may make
discretionary drawdown lines of credit or a similar equity infusion the most
probable facility that may be available if our Common Stock begins to trade at
sufficient volumes. Drawdowns under those types of facilities, if one can be
obtained at all, will likely be at a price that will reflect a discount to the
market value of our shares. However, no assurances can be given that we will be
successful in obtaining an equity facility or any other form of financing.

We had $90,174 of unrestricted cash at December 31, 2003, a decrease of $8,561
verses the same date in 2002.

We do not have any material commitments for capital expenditures for any future
date.

Operating Activities

For the year ended December 31, 2003, net cash used in operating activities was
$475,561 as compared to net cash used by operating activities of $580,248 for
the year ended December 31, 2002.

Cancellation of Common Stock issued for services resulted in a non-cash expense
reduction of $250,000 for the year ended December 31, 2003. For the year ended
December 31, 2002, we had recorded a non-cash expense for service of $175,000 in
conjunction with our agreement with eSAFETYWORLD, Inc.

Depreciation and amortization resulted in a non-cash charge of $5,085 and
$23,769 for the years ended December 31, 2003 and December 31, 2002,
respectively.

                                       14

<PAGE>

We amortized $5,500 of prepaid insurance expense during the year ended December
31, 2002. This resulted in a non-cash expense of $5,500. No prepaid insurance
was amortized in 2003.

We issued additional advances to employees of $16,000 during 2003. In addition,
we recorded an expense of $91,000, representing the cumulative value of advances
made to Eric Smothers, a sales representative, in recognition of his past
service to the Company. The Company also recorded expense of $3,645 representing
the unpaid balance due of advances made to Jimmy B. Holton, a former employee
and consultant to the company. No advances were expensed in 2002.

Accounts receivable increased by $6,944 and accounts payable decreased by $422
during the year ended December 31, 2003. This resulted in the use of $7,366 of
cash. Accounts receivable increased by $3,204 and accounts payable increased by
$2,932 during the year ended December 31, 2002. This resulted in the use of $272
of cash.

We utilized $33,189 of our rental deposit to pay our lease in our previous
office space during 2003. This produced a cash savings. In 2002, we had utilized
$12,915 of our office rental deposit for the same purpose.

We purchased $65 of new equipment during 2002. No equipment was purchased during
2003.

Financing Activities

For the year ended December 31, 2003, net cash provided by financing activities
was $467,000 as compared to $574,300 for the year ended December 31, 2002.

During 2003 we received $42,500 in additional contributions to capital from J.P.
Carey Enterprises, Inc., a related party. We also sold common stock to J.P.
Carey Asset Management LLC, a related party and an accredited investor, totaling
$424,500. In 2002, we had received $574,300 in additional contributions to
capital from J.P. Carey Enterprises, Inc.

Cash Used In Operations

At December 31, 2003, we had unrestricted cash of $90,174. Without additional
capital contributions or the realization of revenue from projects-in-process, we
will only be able to continue operations on a month-to-month basis. This capital
would be requested from our founding shareholders but they are under no
obligation to provide it, and we have no other sources of committed debt or
equity financing.

If we are unable to obtain financing, or if the financing we do obtain is
insufficient to cover any operating losses we may incur, we may substantially
curtail or terminate our operations or seek other business opportunities through
strategic alliances, acquisitions or other arrangements that may dilute the
interests of existing stockholders. We are not currently seeking such business
opportunities and, therefore, have not entered into any preliminary negotiations
or agreements with any company or agent at this time.

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 Operation
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 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.

                                       15

<PAGE>

Revenue Recognition

We earn revenue 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.







                                       16
<PAGE>



ITEM 7. FINANCIAL STATEMENTS.

                                Corpfin.com, Inc.

                              Financial Statements

                     Years ended December 31, 2003 and 2002

                                    CONTENTS

Report of Independent Auditors                               18

Balance Sheet                                                19

Statements of Operations                                     20

Statement of Shareholders' Equity                            21

Statements of Cash Flows                                     22

Notes to Financial Statements                                23





































                                       17

<PAGE>



                         Report of Independent Auditors'

To the Board of Directors and Shareholders
Corpfin.com, Inc.

We have audited the accompanying balance sheet of Corpfin.com, Inc. as of
December 31, 2003 and the related statements of operations, shareholders' equity
and cash flows for the years ended December 31, 2003 and 2002. 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 auditing standards generally accepted
in the 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 Corpfin.com, Inc. at December
31, 2003, and the results of its operations and its cash flows for the years
ended December 31, 2003 and 2002, in conformity with accounting principles
enerally accepted in the United States.

The accompanying financial statements have been prepared assuming that
Corpfin.com, 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.
Management's 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.

                                                Sherb & Co., LLP
                                                Certified Public Accountants
New York, New York
February  19, 2004








                                       18
<PAGE>
                                Corpfin.com, Inc.
                                  Balance Sheet
                                December 31, 2003


Assets

Current assets:
 Cash                                                        $    90,174
 Restricted cash                                                  35,000
 Accounts receivable due from related parties                     13,049
                                                               ---------
Total current assets                                             138,223

Furniture and equipment, net                                       2,909

Total assets                                                 $   141,132
                                                               =========

Liabilities and shareholders' equity

Current liabilities:
 Accounts payable                                            $    10,589
                                                               ---------
Total current liabilities                                         10,589

Shareholders' equity:
 Convertible preferred stock, Series A, $.001
  par value; 35 shares authorized, no shares
  outstanding                                                       -
 Convertible preferred stock, Series B, $.001
  par value; 2,500,000 shares authorized, no
  shares outstanding                                                -
 Convertible preferred stock, Series C, $.001
  par value; 1,000 shares authorized, no shares
  outstanding                                                       -
 Common stock, $.001 par value; 95,000,000 shares
  authorized, 23,149,546 issued and outstanding                   23,150
 Additional paid-in capital                                    5,246,699
 Accumulated deficit                                          (5,139,306)
                                                              -----------
Total shareholders' equity                                       130,543
                                                              -----------
Total liabilities and shareholders' equity                   $   141,132
                                                              ===========

                 See accompanying notes to financial statements

                                       19
<PAGE>



                                Corpfin.com, Inc.

                            Statements of Operations

                                               For the Years Ended December 31,
                                                    2003                2002
                                              -----------------    ------------
Revenues:
 Fee income and commissions
  (Related party transactions
  2003 - $25,826;  2002 - $120,079)          $      25,826       $    121,852
 Interest Income                                     1,073              1,026
 Other income                                        5,000               -
                                              -------------         ---------
Total revenues                                      31,899            122,878

Expenses:
 Compensation and benefits                         324,548            260,848
 Return of stock issued for services              (250,000)              -
 Advertising expense                                 5,275               -
 Depreciation & amortization                         5,085             23,769
 Communications                                      5,885             27,398
 Insurance expense                                   2,531              7,745
 Other expenses                                      8,863              9,978
 Rent expense                                       71,887             88,639
 Professional service expense                      146,335            371,538
 Licenses & registrations                           11,324             31,275
 Travel & entertainment                              1,309              5,305
 Data processing expense                            33,971             37,228
                                              -------------       -----------
Total expenses:                                    367,013            863,723
                                              -------------       -----------
Net loss                                     $    (335,114)      $   (740,845)
                                              =============       ===========

Net loss per share - basic and diluted       $       (0.02)      $      (0.04)
                                              =============       ===========

Weighted average number
of common shares outstanding
     - basic and diluted                        22,322,307         21,052,787
                                              =============       ============

                 See accompanying notes to financial statements

                                       20
<PAGE>



                                Corpfin.com, Inc.
                        Statement of Shareholders' Equity

<TABLE>
<CAPTION>


                                                                   Convertible         Convertible
                                          Common Stock          Preferred Stock A   Preferred Stock B
                                    --------------------------  ------------------  --------------------
                                      Shares         Amount      Shares   Amount     Shares      Amount
                                    ------------   -----------  ------------------ -----------   ------
<S>               <C> <C>            <C>         <C>              <C>    <C>        <C>         <C>
Balance, December 31, 2001           20,924,294  $     20,924     20     $  -       600,000     $   600

 Common stock issued for services       140,000           140      -        -           -          -
 Capital contributions                     -             -         -        -           -          -
 Net loss                                  -             -         -        -           -          -
                                    ------------   -----------  -----    --------- -----------   ------
Balance,December 31, 2002            21,064,294        21,064     20        -       600,000         600

 Common stock issued for services      (200,000)         (200)     -        -           -          -
 Conversion of preferred stock             -             -       (20)       -      (600,000)       (600)
 Common stock issued for
  conversion of preferred stock       1,600,352         1,600      -        -           -          -
 Issuance of common stock               684,900           686      -        -           -          -
 Capital contributions                     -             -         -        -           -          -
 Net loss                                  -             -         -        -           -          -
                                    ------------   -----------  -----    --------- -----------   ------
Balance,December 31, 2003            23,149,546  $     23,150      -     $  -           -       $  -
                                    ============   ===========  =====    ========= ===========   ======

                                   See accompanying notes to financial statements

                                       21
<PAGE>

                                          Convertible            Additional                        Total
                                      Preferred Stock C           Paid-In        Accumulated    Shareholders'
                                      Shares          Amount       Capital       (Deficit)         Equity
                                    ------------   -----------  ------------    -----------   ----------------
Balance, December 31, 2001                  100  $       -     $ 4,282,025     $(4,063,347)   $    240,202

 Common stock issued for services          -             -         174,860            -            175,000
 Capital contributions                     -             -         574,300            -            574,300
 Net loss                                  -             -            -           (740,845)       (740,845)
                                    ------------   -----------  -----------     -----------    -----------
Balance,December 31, 2002                   100  $       -     $ 5,031,185     $(4,804,192)   $    248,657

 Common stock issued for services          -             -        (249,800)           -           (250,000)
 Conversion of preferred stock             -             -      (2,049,371)           -         (2,049,971)
 Common stock issued for
  conversion of preferred stock            -             -       2,048,371            -          2,049,971
 Issuance of common stock                  -             -         423,814            -            424,500
 Capital contributions                     -             -          42,500            -             42,500
 Net loss                                  -             -            -           (335,114)       (335,114)
                                    ------------   -----------  -----------     -----------    -----------
Balance,December 31, 2003                  -     $       -     $ 5,246,699     $(5,139,306)   $    130,543
                                    ============   ===========  ===========     ===========    ============

                                                 See accompanying notes to financial statements             -

</TABLE>
                                       21
<PAGE>



                                Corpfin.com, Inc.
                            Statements of Cash Flows


                                                         For the Year Ended
                                                            December 31,
                                                       2003           2002
                                                    ------------- ------------
Operating activities:
Net Loss                                          $ (335,114)     $ (740,845)
Adjustments to reconcile net loss
 to net cash used in operating activities:
 Depreciation and amortization                         5,085          23,769
 Stock issued for services                          (250,000)        175,000
 Expense employee advances                            94,645            -
Net changes in operating assets and liabilities
 Accounts receivable                                  (6,944)         (3,204)
 Advances to employees                               (16,000)        (56,250)
 Decrease in prepaid insurance                          -              5,500
 Purchase of equipment                                  -                (65)
 Reduction in rental deposit                          33,189          12,915
 Accounts payable                                       (422)          2,932
                                                   ---------       ---------
Net cash used in operating activities               (475,561)        (38,172)

Financing activities:
Issuance of common stock                             424,500            -
Capital contributions                                 42,500         574,300
                                                   ---------       ---------
Net cash provided by financing activities            467,000         574,300

(Decrease) increase in cash and cash equivalents      (8,561)        536,128
Cash and cash equivalents at beginning of period      98,735         104,683
                                                   ---------       ---------
Cash and cash equivalents at end of period        $   90,174      $  640,811
                                                   =========       =========


Supplemental disclosure of cash flow information:

Cash paid during the period for interest          $     -         $     -
                                                   =========       =========
Non-cash capital contributions                    $ (250,000)     $  175,000
                                                   =========       =========

                 See accompanying notes to financial statements





                                       22
<PAGE>



                                Corpfin.com, Inc.
                        Notes to the Financial Statements

                                December 31, 2003

1. BUSINESS AND BASIS OF PRESENTATION

Corpfin.com, Inc. (the "Company") is a registered broker/dealer providing public
companies with an opportunity to raise capital through the sale of equity
positions in the private market. The Company was organized to perform the
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. 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.

Basis of Presentation

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 obtains additional
capital or generates additional revenue. The Company's management has indicated
it would seek additional capital through the sale of securities. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. 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 under the symbol "CPFN". In February,2003, the
application was approved and the Company subsequently was assigned the symbol
"CFNC". The stock began trading in May 2003.

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

2. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the accompanying financial
statements. Actual results may differ from those estimates, and such differences
may be material to the financial statements.

Revenue Recognition

Commission income, excluding income earned through retail brokerage operations,
is recognized on a cash basis, which is the day payment is made to the Company.
Commission income earned through retail brokerage operations is recognized on a
trade date basis.

Cash and cash equivalents

Cash and cash equivalents include all highly liquid investments with maturities
of three months or less.

                                       23

<PAGE>

Restricted Cash

The Company is required to keep a $35,000 deposit with its clearing broker. This
restricted cash has been segregated on the balance sheet.

Furniture and Equipment

Furniture and equipment are stated at cost, net of accumulated depreciation of
$87,125, at December 31, 2003. Furniture and equipment is depreciated on a
straight-line basis over their estimated uselful lives.

Capitalized Software

Costs associated with the development and maintenance of the website were
accounted for in accordance with AICPA Statement of Position 98-1 "Accounting
for Costs of Computer Software Developed or Obtained for Internal Use." Costs
associated with the design of the website were expensed as incurred. Costs
associated with constructing the website were capitalized and expensed using a
straight line method over a two year period from the date incurred. Costs
totaling $226,564 were capitalized through the year ended December 31, 2001.
Amortization expense for the year ended December 31, 2002 was $15,092. The
website became fully amortized during year ended December 31, 2002.

Stock Based Compensation

The Company has elected to follow Accounting Principles Board Opinion No. 25,
ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES ("APB 25"), and related interpretations
in accounting for its employee stock options and employee stock purchase
warrants because the alternative fair value accounting provided for under
Statement of Financial Accounting Standards No. 123, ACCOUNTING FOR STOCK BASED
COMPENSATION ("SFAS 123") and SFAS 148, ACCOUNTING FOR STOCK BASED COMPENSATION
TRANSITION AND DISCLOSURE, an amendment of SFAS 123, requires the use of option
valuation models that were not developed for use in valuing employee stock
options. Under APB 25, if the exercise price of the Company's employee stock
options or stock purchase warrants equals or exceeds the market price of the
underlying stock on the date of grant no compensation expense is recognized.

Earnings per Share

The Company calculates earnings per share in accordance with Statement of
Financial Accounting Standards No. 128, EARNINGS PER SHARE ("SFAS No. 128"). In
accordance with SFAS No. 128, basic earnings per share is computed using the
weighted average number of shares of common stock outstanding and diluted
earnings per share is computed using the weighted average number of shares of
common stock and the dilutive effect of options and warrants outstanding, using
the "treasury stock" method.

Furniture and equipment

At December 31, 2003 furniture and equipment consisted of the following:

                                   Useful Life
         Furniture                    5 Years         $    1,829
         Telephone equipment          5 Years             19,990
         Computer equipment           3 Years             68,215
                                                       ---------
                                                          90,034
         Accumulated depreciation                         87,125
                                                       ---------
                                                      $    2,909
                                                       =========




                                       24

<PAGE>

Related Party Transactions

During the year ended December 31, 2002, the Company's commission revenue
totaled $121,852. It earned $120,079, or approximately 99%, of this amount from
employees, family members and affiliated companies. For the year ending December
31, 2003 earned retail brokerage trading commissions totaled $25,826 from the
same parties. The Company also recorded revenue and accounts receivable of
$13,049 from affiliated companies in conjunction with the SEC shared service
accounting procedures implemented in December 2003.

Fair Value of Financial Instruments

The fair values of the Company's financial instruments, which includes cash and
cash equivalents, accounts receivable, investments, accounts payable, and
accrued expenses approximate their carrying values.

Reclassifications

Certain prior period balances have been reclassified to conform to the current
period's financial statement presentation. These reclassifications had no impact
on previously reported results of operations or stockholders' equity.

3. INCOME TAXES

The Company accounts for income taxes under the liability method in accordance
with Statement of Financial Accounting Standards No. 109, ACCOUNTING FOR INCOME
TAXES. Under this method, deferred income tax assets and liabilities are
determined based on differences between the financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse.

Net operating loss carryforwards totaled $5,060,000 at December 31, 2003. The
net operating loss carryforwards will begin to expire in the year 2020 if not
utilized. 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 $1,771,000 related to these carryforwards. During the year
ended December 31, 2003, the valuation allowance increased by approximately
$538,000.

4. SHAREHOLDERS' EQUITY

On June 1, 2001, the Company engaged eSAFETYWORLD, Inc. to provide the Company
with strategic planning and management consulting services as well as
administrative support services. The Company agreed to issue eSAFETYWORLD
700,000 shares of the Company's Common Stock in compensation for these services,
560,000 of which were issued in 2001. During the year ended December 31, 2002,
the remaining 140,000 shares were issued and deposited in an escrow account in
connection with the services rendered by eSAFETYWORLD. Compensation expense of
$175,000 has been recorded in 2002 to reflect this issuance. For financial
reporting purposes the shares issued were valued at $1.25 per share, the price
at which shares were sold to independent investors during 2001.

On October 10, 2001, the Company adopted the Corpfin.com, Inc. 2001 Stock Option
Plan (the "Plan"), which expires in 2011 and enables it to grant incentive stock
options and nonqualified stock options for up to an aggregate of 7,500,000
shares of its 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 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.

                                       25

<PAGE>

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 vest 33% on May 1, 2002 and on each of the two anniversary
dates thereafter.

During the year ended December 31, 2003, the Company rescinded a stock grant to
Jimmy Holton, a former employee and consultant to the company, for 200,000
shares of common stock. The stock was issued as part of Mr. Holton's
compensation for services. He failed to fulfill his obligations under our
agreement.

As of December 31, 2003, stock options outstanding totaled 775,000 with a
weighted average exercise price of $1.25. At December 31, 2003, 516,667 stock
options were exercisable. During the year 225,000 options were canceled.

On February 7, 2002, the Company's board of directors authorized a 1-for-2.5
reverse stock split of the Company's $.001 par value common stock. All
references in the accompanying financial statements and notes, to the number of
common shares and per-share amounts, have been restated to give effect to the
reverse stock split.

On April 14, 2003 the holders of Series A, B, and C Preferred Stock elected to
convert their preferred shares to common stock. Series A preferred stock, which
had non-dilutive rights equivalent to 4% of the common shares outstanding, was
converted to 900,352 shares of common stock. Series B preferred stock was
converted to 600,000 shares of common stock. Series C preferred stock was
converted to 100,000 shares of common stock. The outstanding capital stock of
the Company now consists entirely of common stock.

During the year ended December 31, 2003, the Company sold 50,200 shares of
common stock to J.P. Carey Enterprises, Inc., a related company, for $62,750.
The Company also sold 634,700 shares of common stock to J.P. Carey Assets
Management, LLC, a related company, for $361,750.

The fair value of options was estimated at the date of grant using the Black
Scholes option priciing model. Based upon the results of this analysis, it was
determined that no expense should be recognized on the financial statements of
the Company

5. ADVANCES TO EMPLOYEES

During 2001, we advanced a total of $15,000 to Eric Smothers, a sales
representative, and $14,950 to Jimmy B. Holton, a former employee and consultant
to the Company. The advances to Mr. Holton were being repaid through payroll
deductions while he was serving as president and through deductions from fees
owed to him as a consultant thereafter. Through December 31, 2002, we had
advanced a total of $75,000 to Mr. Smothers, $3,645 to Mr. Holton and $1,300 to
Mrs. Amy Hanson, an executive assistant and receptionist. The advance to Ms.
Hanson was repaid in full through payroll deductions. All advances made to
employees were interest free. During 2003, the Company recorded $91,000 in
consulting service expense representing the cumulative value of commission
advances previously granted to Mr. Smothers, in recognition of his past service
to the Company. The Company also recorded expense of $3,645 representing the
unpaid balance due of advances made to Mr. Holton. The Company's efforts to
collect this amount have been unsuccessful. The Company had no advances to
employees outstanding at December 31, 2003.

6.  COMMITMENTS AND CONTINGENCIES

Total rent expense under operating leases totaled approximately $71,887 and
$88,639 for the years ended December 31, 2003 and 2002, respectively. During the
year ended December 31, 2003, the Company relocated its office and signed a
lease for new office space. The lease will expire in May 2004 and requires
minimum annual rental payments of approximately $98,000.


                                       26
<PAGE>

7.  SUBSEQUENT EVENTS

In January, 2004 the Company sold 110,000 shares of Common Stock to J.P. Carey
Asset Management, LLC, an existing shareholder and related party for $55,000.

In January, 2004 the Company issued 200,000 shares of Common Stock to John C.
Canouse, CEO as part of his compensation for services provided. The Company
recorded this stock at an issue price of $.50 per share, which represented the
fair market value of the stock at the time of grant.

In January, 2004 the Company issued 200,000 shares of Common Stock to James P.
Canouse, Vice President , as part of his compensation for services to be
provided. The Company recorded this stock at an issue price of $.50 per share.

In January, 2004 the Company issued 200,000 shares of Common Stock to Jeffrey M.
Canouse, Vice President, as part of his compensation for services to be
provided. The Company recorded this stock at an issue price of $.50 per share.

In January, 2004 the Company issued 100,000 shares of Common Stock to Scott C.
Martin, Vice President, as part of his compensation for services to be provided.
The Company recorded this stock at an issue price of $.50 per share.

In January, 2004 the Company issued 50,000 shares of Common Stock to Janet L.
Thompson, Vice President & Chief Compliance Officer, as part of her compensation
for services provided. The Company recorded this stock at an issue price of $.50
per share.

In January, 2004 the Company issued 40,000 shares of Common Stock to Eric W.
Smothers, Vice President as part of his compensation for services provided. The
Company recorded this stock at an issue price of $.50 per share.

In February, 2004 the Company sold 24,000 shares of Common Stock to J.P. Carey
Asset Management, LLC, an existing shareholder and related party, for $12,000.

In March, 2004 the Company sold 110,000 shares of Common Stock to J.P. Carey
Asset Management, LLC, an existing shareholder and related party, for $55,000.

..


                                       27

<PAGE>

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

None.

ITEM 8.a. 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, 2004.

Name                          Age          Title
----------------              ---          -------------------------------------
John C. Canouse               39           Chief executive officer, chairman and
                                           president
Jimmie N. Carter              57           Executive vice president and chief
                                           financial officer
Jose A. Auffant               35           Executive vice president, secretary
                                           and director
Joseph P. Tabback             54           Executive vice president, trading
                                           manager and director
Janet L. Thompson             50           Executive vice president, chief
                                           compliance officer and director



                                       28
<PAGE>

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

Jimmie N. Carter became executive vice president and chief financial officer of
Corpfin in November 1999.  Mr. Carter also serves as the chief financial
officer. for J.P. Carey Enterprises, Inc. and J.P. Carey Securities, Inc.  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 received
an MBA from Temple University and a BS degree from Florida State University.

Jose A. Auffant became executive vice president and secretary of Corpfin in May
2000 and elected director in April 2001.  Mr. Auffant also serves as the general
counsel for J.P. Carey Enterprises, Inc. and Secretary of Technest Holdings,
Inc. and Technest, Inc.  From 1997 to 2000, Mr. Auffant was associated with
Winston & Strawn, a Chicago, Illinois based law firm, in its corporate
department.  Mr. Auffant received a Juris Doctorate degree from Emory University
School of Law and a BA degree from Stetson University.

Joseph P. Tabback became our executive vice president and trading manager in
December 2000 and was elected as a director in April 2002.  Mr. Tabback has over
20 years of experience, trading for such firms as Shearson American Express
(n/k/a Lehman Brothers) and S.G. Warburg Investment Bank (n/k/a UBS Warburg
LLC).  Prior to joining us, Mr. Tabback was the trading manager for J.P. Carey
Securities, Inc., an affiliated investment banking firm located in Atlanta,
Georgia, from 1998 to 2000.  From May 1991 through December 1997, Mr. Tabback
was vice president and trading manager for International Assets Advisory
Corporation.  Mr. Tabback received a B.A. degree in Economics from Rutgers
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 NASDSeries 4, 7, 24, 53 and Series 63 licenses. Ms. Thompson received
an associate degree from St. Leo College.













                                       29
<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.
<TABLE>
<CAPTION>

                                                                                     Long Term Compensation
                                                                              -------------------------------------
                                             Annual Compensation                        Awards             Payouts
                                  ------------------------------------------  ---------------------------  --------
                                                                   Other       Restricted    Securities                All Other
                         Year                                     Annual         Stock       Underlying     LTIP        Compen-
      Name and          Ended                        Bonus        Compen-       Award(s)      Options/     Payouts      sation
 Principal Position     Dec 31    Salary ($)          ($)       sation ($)        ($)         SARs (#)       ($)          ($)
---------------------  ---------  ---------------  -----------  ------------  -------------  ------------  --------  --------------
<S>                      <C>             <C>
John C. Canouse          2003            (1)           -             -             -            -             -            -
Chief Executive          2002            (1)           -             -             -            -             -            -
Officer                  2001            (1)           -             -             -            -             -            -

Gregory D. Miller        2003            $0            -             -             -            -             -            -
Chief Operating          2002            $0            -             -             -            -             -            -
Officer                  2001          $12,500         -             -             -            -             -       $38,891(10)

Jimmy B. Holton          2003             -            -             -             (5)          -             -
President                2002             -            -             -             -            -             -      $100,322 (11)
                         2001          $80,000         -             -        $250,000 (5)     (9)            -       $66,500 (11)

Jimmie N. Carter         2003          $96,000         -             -             -            -             -            -
Executive VP; Chief      2002          $96,000         -             -             -                          -            -
Financial Officer        2001          $96,000         -             -        $100,000 (6)     (9)            -            -

Jose A. Auffant          2003            (2)           -             -             -            -             -            -
Executive VP;            2002            (2)           -             -             -            -             -            -
Secretary                2001            (2)           -             -        $250,000 (7)     (9)            -            -

Joseph P. Tabback        2003         $120,000         -             -             -            -             -            -
Executive VP;            2002         $120,000         -             -             -            -             -            -
Trading Manager          2001            (3)           -             -        $100,000 (8)     (9)            -            -

Janet L. Thompson        2003            (4)           -             -             -            -             -            -
Executive VP: Chief      2002            (4)           -             -             -            -             -            -
Compliance Officer       2001            (4)           -             -             -           (9)            -            -
Executive VP; Chief

</TABLE>


(1)      Mr. Canouse was paid $122,000 in 2001 and $29,235 in 2002 by J.P. Carey
         Enterprises, Inc. In 2003 he was paid $283,379 by J.P. Carey Asset
         Management LLC.
(2)      Mr. Auffant was paid $87,500 by Corpfin.com, Inc. and $62,500 by J.P.
         Carey Enterprises, Inc. in 2003. He was paid $150,000
         by J.P. Carey Enterprises, Inc. in 2002 and 2001.
(3)      Mr. Tabback was paid $60,950 by Corpfin.com, Inc. and $105,000 by J.P.
         Carey Securities, Inc. in 2001.
(4)      Ms. Thompson was paid $70,000 by J.P. Carey Securities, Inc. in 2001,
         2002, and 2003.
(5)      Includes the estimated value of 200,000 shares of restricted common
         stock. This award was rescined in 2003.
(6)      Includes the estimated value of 80,000 shares of restricted common
         stock.

                                       30

<PAGE>

(7)      Includes the estimated value of 200,000 shares of restricted common
         stock.
(8)      Includes the estimated value of 80,000 shares of restricted common
         stock.
(9)      The following table shows options granted to the named executives in
         October 2001. These
         options will vest 33% beginning May 1, 2002 and each of the two
         anniversary dates thereafter. Option grants have been adjusted to
         reflect the reverse stock split of 1 for 2.5 shares of Common Stock
         effective February 7, 2002.

<TABLE>
<CAPTION>

                                                    % of Total
                                                  Options Granted
                          Number of Securities    to Employees in    Exercise or Base
          Name             Underlying Options      Fiscal Years      Price ($/Share)      Expiration Date
          ----             ------------------      ------------      ---------------      ---------------
<S>                              <C>                  <C>                 <C>
Jimmy B. Holton                  200,000              20.00%              $1.25               Canceled
Jimmie N. Carter                 150,000              15.00%              $1.25           October 10, 2006
Jose A. Auffant                  150,000              15.00%              $1.25           October 10, 2006
Joseph P. Tabback                150,000              15.00%              $1.25           October 10, 2006
Janet L. Thompson                100,000              10.00%              $1.25           October 10, 2006
</TABLE>


(10)     Other Compensation includes $9,000 in housing rental, $1,050 healthcare
         premium reimbursement, and $28,941 in commuting and temporary living
         allowances.
(11)     This amount reflects cash payments made while an independent consultant
         to Corpfin.

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 Corpfin reimburses them for any expenses incurred in attending
directors' meetings, provided that Corpfin has the resources to pay these fees.
No requests for reimbursements were received nor were any fees paid in 2003.

Employment Agreements

None



<
                                       31
<PAGE>



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

The following table sets forth information known to us regarding beneficial
ownership of Corpfin's Common Stock as of December 31, 2003 by:

   o     each person known by us to own, directly or beneficially, more than 5%
         of Corpfin's Common Stock,

   o     each of Corpfin's executive officers and directors, and

   o     all of Corpfin's officers and directors as a group.

         Except as otherwise indicated, Corpfin 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>                                  <C>
John C. Canouse (4)                                16,515,156                           69.8%

Jimmie N. Carter                                   180,000 (5)                           (6)

Jose A. Auffant                                    300,000 (7)                           1.3%

Joseph P. Tabback                                  180,000 (8)                           (6)

Janet L. Thompson                                  66,666 (9)                            (6)

Cache Capital (USA) L.P. (10)                       2,733,664                           11.6%

Directors and officers as a group (5
persons) (4)                                       17,241,822                           72.9%

</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 prospectus.

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 prospectus. The ownership
         percentages will not materially change before and after the
         Distribution.

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 69.8.% of our outstanding Common Stock as follows:
         The Rearden Trust - 16,435,156 (69.5%) 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
         100,000 shares of Common Stock which Mr. Carter has the right to
         acquire upon exercise of stock options.

6.       Ownership percentage is less than 1%.

                                       32

<PAGE>

7.       Information presented includes 200,000 shares of Common Stock and
         100,000 shares of Common Stock which Mr. Auffant has the right to
         acquire upon exercise of stock options.

8.       Information presented includes 80,000 shares of Common Stock and
         100,000 shares of Common Stock which Mr. Tabback has the right to
         acquire upon exercise of stock options.

9.       Information presented includes 66,666 shares of Common Stock which Ms.
         Thompson has the right to acquire upon exercise of stock options.

10.      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.


                                       33
<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 Enterprises, Inc.,
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, Joseph P. Tabback, our
executive vice president, trading manager, 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. We
had previously done an analysis of these costs for the year ended December 31,
2002, prior to the SEC shared service accounting procedure. We determined that
the net expense differential between the affiliated companies for the year ended
that date, was not material, and no payment was made or shared service expense
recorded.

For the year ended December 31, 2002, we earned commissions on retail brokerage
activities totaling $121,852. Of this amount, $120,079 was attributable to
related parties or affiliated companies. We earned retail brokerage commissions
of $66,470 from Cache Capital (USA) L.P. and $10,700 from Atlantis Capital Fund,
Ltd. We also earned $23,523 from J.P. Carey Asset Management, LLC and $2,495
from J.P. Carey Securities, Inc., both for which Joseph C. Canouse serves as
President. We also earned commissions of $10,095 from transactions involving
officers of Corpfin. This included $8,505 attributable to John C. Canouse, our
chief executive officer, president and chairman, $200 attributable to Jimmie N.
Carter, our executive vice president and chief financial officer, $1,350
attributable to Joseph P. Tabback, our executive vice president and trading
manager and $40 attributable to Jose A. Auffant, our executive vice president
and secretary. Retail securities trades executed for these parties are
transacted on terms similar to those made with unaffiliated parties.

For the year ended December 31, 2003, we earned commissions on retail brokerage
activities totaling $25,826, all from related parties or affiliated companies.
We earned retail brokerage commissions of $5,274 from Cache Capital (USA) L.P.,
$2,815 from J.P. Carey Asset Management, LLC., and $62 from J.P. Carey
Securities, Inc. Mr. Joseph C. Canouse serves as President of these
organizations. We also earned commissions of $3,990 from transactions involving
officers or employees of Corpfin. This included $2,080 attributable to John C.
Canouse, our chief executive officer, president and chairman, $20 attributable
to Jimmie N. Carter, our executive vice president and chief financial officer,
$1,340 attributable to Joseph P. Tabback, our executive vice president and
trading manager, $490 attributable to Eric Smothers, a Corpfin Vice President,
and marketing executive, and $60 attributable to Jose A. Auffant, our executive
vice president and secretary. Retail securities trades executed for these
parties are transacted on terms similar to those made with unaffiliated parties.

During 2001, we advanced a total of $15,000 to Eric Smothers, a sales
representative, and $14,950 to Jimmy B. Holton, a former employee and consultant
to the company. The advances to Mr. Holton were being repaid through payroll
deductions while he was serving as president and through deductions from fees
owed to him as a consultant thereafter. Through December 31, 2002, we had
advanced a total of $75,000 to Mr. Smothers, $3,645 to Mr. Holton and $1,300 to
Mrs. Amy Hanson, an executive assistant and receptionist. The advance to Ms.
Hanson was repaid in full through payroll deductions. All advances made to
employees were interest free. During 2003, the company recorded $91,000 in
consulting service expense representing the cumulative value of commission
advances previously granted to Mr. Smothers, in recognition of his past service
to the Company. The Company also recorded expense of $3,645 representing the
unpaid balance due of advances made to Mr. Holton. The Company's efforts to
collect this amount have been unsuccessful. The company had no advances to
employees outstanding at December 31, 2003.

                                       34

<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.

     16.1        E&Y Letter on Change in Certifying Accountant [Incorporated by

                                       35

<PAGE>

                 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

     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


(b)      Reports on Form 8-K

None

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

During 2003 the Company incurred professional service fees of $26,000 for audit
and audit related services provided by the principal accountant. During 2002
these fees totaled $19,000. These fees included the cost of the annual audit and
reviews of the quarterly and annual filings with the Securities and Exchange
Commission. In addition, the principal accountant, from time to time, provides
consultation and advice to the Company on tax and other matter related to its
financial statements.



                                       36
<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.



                                                 CORPFIN.COM, INC.
                                                 Registrant



                                           /s/John C. Canouse
                                             -------------------
                                              John C. Canouse
                                              Chief Executive Officer, President
                                              and Chairman
                                              Date:        March 26, 2004

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/Jose A. Auffant
                                              ------------------
                                              Jose A. Auffant
                                              Executive Vice President,
                                              Secretary and Director
                                              Date:        March 26, 2004

                                           /s/Jimmie N. Carter
                                              ------------------
                                              Jimmie N. Carter
                                              Executive Vice President and Chief
                                              Financial Officer
                                              Date:         March 26, 2004


                                           /s/Joseph P. Tabback
                                              --------------------
                                              Joseph P. Tabback
                                              Executive Vice President, Trading
                                              Manager and Director
                                              Date:        March 26, 2004

                                           /s/Janet L. Thompson
                                              -------------------
                                              Janet L. Thompson
                                              Executive Vice President, Chief
                                              Compliance Officer and Director
                                              Date:        March 26, 2004




                                       37