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					                                      GFS INVESTMENTS, INC.
                                        Maximum - $3,000,000 (30 Units)

                                                  $100,000 per Unit

GFS Investments, Inc. (the "Company") hereby offers (the "Offering") up to 30 Units, each Unit consisting of 10,000
shares of its Series A Convertible Preferred interest, par value $.001 per share, (the "Series A Convertible Preferred
interest"), at a purchase price of $100,000 per Unit.

The Series A Convertible Preferred interest has a liquidation preference of $12 per share until July 30, 2005 and thereafter
at $10 per share. The Series A Convertible Preferred interest is entitled to receive cumulative dividends of $.70 per share
payable annually on July 30 of each year commencing July 30, 2004 with such dividend to be prorated based upon the
number of days remaining in such year measured from the date the Series A Convertible Preferred interest is deemed to be
outstanding. Series A Convertible Preferred interest is convertible into 100,000 common shares for each 10,000 share
unit and has no voting rights until conversion except certain limited voting rights in the event of certain defaults in the
payment of dividends and except as otherwise required by law. Conversion to common shares can be done after the
liquidation preference period has expired or at the time the company becomes a public entity. The Company may, at its
option, redeem at any time after the closing of this Offering, all or any part of the Series A Convertible Preferred interest
on at least 30 days prior written notice to each holder of Series A Convertible Preferred interest at a per share price equal
to the then applicable liquidation preference plus accrued and unpaid dividends thereon (whether or not declared) to the
date fixed for redemption. Holders of outstanding Series A Convertible Preferred interest (i.e. one Unit) shall be entitled
to receive as soon as permitted by law and applicable NASD rules and regulations an aggregate of up to 30% of the
underwriter's warrants or common stock (the "Distributable Securities") received as compensation by GFS Investments
Inc. ("GFS Investments") in connection with its investment banking activities on the basis of 1% of the Distributable
Securities for each 10,000 shares of Series A Convertible Preferred interest (i.e. one Unit) owned by the holders of the
Series A Convertible Preferred interest. The amount of Distributable Securities received by GFS Investments will be
calculated by determining the amount of Distributable Securities actually received by GFS Investments less any
Distributable Securities that GFS Investments has agreed to transfer to other participating broker-dealers. In the event that
the Company redeems the Series A Convertible Preferred interest, for a period of three years after the date of redemption,
the holders of the Series A Convertible Preferred interest at the time of redemption shall have the right to receive 1% of
the Distributable Securities for each 10,000 shares of Series A Convertible Preferred interest owned at the time of
redemption.


                                    Offering Price                       Net Proceeds to
                                     to Investors                          the Company

Per Unit                               $ 100,000                                $ 100,000

Total Maximum                        $ 3,000,000                              $ 3,000,000


                              THE DATE OF THIS MEMORANDUM IS JULY 30, 2003
      THE COMPANY HAS AGREED WITH THE INVESTORS IN THE OFFERING THAT THE BOOKS
AND RECORDS OF THE COMPANY ARE CONFIDENTIAL AND ARE NOT TO BE RELEASED TO
ANYBODY (EXCEPT AS REQUIRED BY LAW) WITHOUT THE UNANIMOUS WRITTEN CONSENT OF
THE HOLDERS OF THE COMPANY'S THEN OUTSTANDING PREFERRED INTEREST AND NOTES.

       THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
'SECURITIES ACT-) OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND
SOLD IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED-
BY THE SECURITIES AND EXCHANGE COMMISSION (THE 'SEC") OR BY ANY STATE SECURITIES
COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY SUCH AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF THESE SECURITIES OR THE ACCURACY OR ADEQUACY OF THIS
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

      INVESTMENT IN THE UNITS IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND
PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY MIGHT SUSTAIN A LOSS OF THEIR ENTIRE
INVESTMENT. INVESTORS WILL BE REQUIRED TO MAKE REPRESENTATIONS WITH RESPECT TO THEIR
NET WORTH AND INCOME AND TO REPRESENT, AMONG OTHER THINGS THAT THEY ARE FAMILIAR
WITH AND UNDERSTAND THE TERMS OF THIS OFFERING. SEE "RISK FACTORS."

      THE UNITS ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION PROVIDED BY RULE
506 OF REGULATION D OF THE SECURITIES ACT AND EXEMPTIONS UNDER CERTAIN STATE
SECURITIES LAWS, OR CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO.
THE UNITS MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

GFS Investments as Placement Agent is offering 30 Units on a "best efforts" basis. The Offering will continue until 270
days from the date hereof subject to extension in the discretion of the Company for up to an additional period of up to 30
days. If the last day of the offering period falls on a Saturday, Sunday or holiday, then the offering period will expire on
the next business day. The offering period may be extended for up to 10 business days for bank collection purposes only.
Checks for subscriptions should be made payable to the order of GFS Investments. The Company reserves the right to
consummate one or more closings of this Offering, while keeping this Offering open for the balance of the exclusive
offering period, including extensions, in order to obtain subscriptions for any portion of the remaining Units offered
hereby. Upon an initial closing of this offering the subscription proceeds shall be paid over to the Company. The
Company reserves the right to accept subscriptions for fractional Units.

          All subscriptions for Units are being offered when, as and if received and accepted by the Company and subject
to prior sale, allotment and withdrawal. They are also further subject to approval of certain legal matters by counsel and
the right to reject any subscription in whole or in part and to certain further conditions. All subscriptions shall be
delivered to the GFS Investments, Inc. for the subscription price and executed copies of Exhibits A, B and C hereto.




                                                             2
                                       TABLE OF CONTENTS


Nature of the Private Placement                    4

Summary                                            6

Risk Factors                                       8

Use of Proceeds                                    11

Business                                           12

Management                                         19

Principal Shareholders                             20

Certain Transactions                               21

Description of Securities                          21

Description of the Private Placement               22

Suitability Standards                              22

Additional Information                             23

Financial Statements                               23

Exhibit A Subscription Agreement
Exhibit B Confidential Subscriber Questionnaire
Exhibit C Acknowledgment of Receipt of Confidential Private
Exhibit D Acquisition Agreement
Exhibit E  Sample Client List
Exhibit F Distribution Agreement
Placement Memorandum




                                       3
                     NATURE OF THE PRIVATE PLACEMENT

THESE SECURITIES ARE OFFERED ONLY TO "ACCREDITED INVESTORS" (AS DEFINED BY
REGULATION D UNDER THE SECURITIES ACT), WHO MUST EXPECT TO BEAR THE ECONOMIC
RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD. THESE SECURITIES MAY NOT BE
RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE STATE LAW.

THIS MEMORANDUM CONSTITUTES AN OFFER ONLY TO THE PROSPECTIVE INVESTOR TO
WHICH IT WAS DELIVERED AND SUCH OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO
CLOSING. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL THESE
SECURITIES IN ANY JURISDICTION IN, WHICH SUCH AN OFFER IS UNLAWFUL.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR
DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR SOLD EXCEPT PURSUANT TO REGISTRATION UNDER THE
SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

EXCEPT FOR INFORMATION AND DOCUMENTS OBTAINED FROM THE COMPANY'S
EXECUTIVE OFFICERS AS DESCRIBED BELOW, NO PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING,
OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM.         REPRESENTATIONS NOT
SPECIFICALLY CONTAINED HEREIN AND INFORMATION NOT SPECIFICALLY CONTAINED
HEREIN, OR PROVIDED IN WRITING BY THE COMPANY’S OFFICERS, MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.

EACH OFFEREE IS HEREBY GIVEN AND URGED TO USE FULL AND FREE ACCESS, AS OF THE
DATE HEREOF AND THROUGHOUT THIS PRIVATE OFFERING, TO THE COMPANY’S
EXECUTIVE OFFICERS IN ORDER TO OBTAIN ALL REQUIRED DOCUMENTATION FOR THE
PURPOSE OF VERIFYING THE INFORMATION AND

DOCUMENTATION CONTAINED HEREIN. SUCH DOCUMENTATION WILL BE PROVIDED TO
OFFEREES AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY. OFFEREES WHO
DESIRE TO EXAMINE ANY DOCUMENTS, INCLUDING, BUT NOT LIMITED TO DOCUMENTS
REFERRED TO IN THIS MEMORANDUM, AND ANY AND ALL OTHER INFORMATION
CONCERNING THE COMPANY, SHOULD CONTACT CHRIS DONALDSON TELEPHONE (770) 935-
0187.


                                      4
BY ACCEPTING THIS MEMORANDUM, THE OFFEREE AGREES TO NEITHER PERMIT ANY
REPRODUCTION OR DISTRIBUTION OF ITS CONTENTS, IN WHOLE OR IN PART, NOR TO
DIVULGE ANY OF ITS CONTENTS, EXCEPT TO HIS OR HER PROFESSIONAL ADVISORS IN
CONNECTION WITH THIS OFFER. THE OFFEREE FURTHER AGREES TO RETURN THIS
MEMORANDUM AND ALL OTHER DOCUMENTS DELIVERED IN CONNECTION WITH THIS
OFFERING TO THE COMPANY IN THE EVENT OF, AND PROMPTLY AFTER, A DECISION NOT TO
SUBSCRIBE TO ITS SECURITIES. THE DELIVERY OF THIS MEMORANDUM TO A POTENTIAL
SUBSCRIBER SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS NOT BEEN ANY CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF; HOWEVER, MATERIAL INFORMATION AND DISCLOSURE CONCERNING THIS
MEMORANDUM THAT OCCURS PRIOR TO THE COMPLETION OF THIS PRIVATE OFFERING
WILL BE PROVIDED TO ALL RECIPIENTS THROUGH A SUPPLEMENT TO THIS MEMORANDUM.

ALL MATERIAL IN THIS DOCUMENT, EXCEPT SUCH INFORMATION THAT HAS BEEN
PUBLICLY DISSEMINATED BY THE COMPANY, IS PROPRIETARY AND CONFIDENTIAL.

                            NSAA UNIFORM LEGEND

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY UPON THEIR OWN
EXAMINATION OF THE ENTITY CREATING THE SECURITIES AND THE TERMS OF THE
OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT
BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSIONS OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AND THE APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

                           FOR NEW YORK RESIDENTS

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE NEW YORK FRAUDULENT PRACTICES ('MARTIN-) ACT, BY REASON OF
SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE
OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE MARTIN ACT, IF SUCH REGISTRATION IS
REQUIRED.

THIS PRIVATE OFFERING MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE
ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE
STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. PURCHASE OF THESE SECURITIES
INVOLVES A HIGH DEGREE OF RISK.


                                  SUMMARY
                                      5
The following summary is qualified in its entirety by the more detailed information appearing elsewhere in
this Memorandum and the Exhibits hereto.

The Company

GFS Investments, Inc. (the "Company‖ or ―GFS‖), established in 1997 as a financial services holding corporation
specifically designed for the acquisition of investment services facilities, has been operating as a registered investment
advisory offering corporate finance advisory services in the areas of Business Development, Mergers and Acquisitions,
Business Valuation, Cost Reduction, Strategy Development and Execution and Real-estate Development. GFS has been
offered an execution agreement with Global Trading Group, Inc. to act as its execution agent on a fully disclosed basis.
Global Trading Group, Inc. (―Global‖) is a Securities Brokerage and Investment Banking firm with a strong expertise in
growth companies, special situation investments, private placements, risk management, and option strategies. GFS
Investments intends to utilize this partnership to market its Direct Access Trading Platform (―DAT‖) to international
clients, institutions, hedge funds, and day traders for transactions in the US markets, provide reverse merger services,
direct companies to Global for principal trading and market making. GFS Investments maintains locations in New York
and Atlanta, Georgia. GFS has strategic international partners which facilitate the marketing of its DAT platform in
Europe and the Far East.

The Company expects to generate substantial returns for its investors by expanding its business and developing a reliable
recurring revenue base. At the present time, the Company is aggressively seeking additional funding which will be used to
expand its marketing efforts, complete the build out of its infrastructure with strategic partners, and become a publicly
traded company.

The Offering              The Company is offering up to 30 Units, each Unit consisting of 10,000 shares of its Series A
                          Convertible Preferred interest, at a purchase price of $100,000 per Unit. The Series A
                          Convertible Preferred interest has a liquidation preference of $12 per share until July 30, 2005
                          and thereafter at $10 per share. The Series A Convertible Preferred interest is entitled to
                          receive cumulative dividends of $.70 per share payable annually on July 30 of each year
                          commencing July 30, 2004 with such dividend to be prorated based upon the number of days
                          remaining in such year measured from the date the Series A Convertible Preferred interest is
                          deemed to be outstanding. The Series A Convertible Preferred interest is convertible into
                          100,000 common shares for each 10,000 share unit and has no voting rights except certain
                          limited voting rights in the event of certain defaults in the payment of dividends and except as
                          otherwise required by law. Conversion to common shares can be done after the liquidation
                          preference period has expired or at the time the company becomes a public entity. The
                          Company may, at its option, redeem at any time after the closing of this Offering, all or any
                          part of the Series A Convertible Preferred interest on at least 30 days prior written notice to
                          each holder of Series A Convertible Preferred interest at a per share price equal to the then
                          applicable liquidation preference plus accrued and unpaid dividends thereon (whether or not
                          declared) to the date fixed for redemption. Holders of outstanding Series A Convertible
                          Preferred interest shall be entitled to receive as soon as permitted by law and applicable NASD
                          rules and regulations an aggregate of up to 30% of the underwriter's warrants or common stock
                          (the distributable Securities") received as compensation by GFS Investments in connection
                          with its investment banking activities on the basis of 1% of the Distributable Securities for each
                          10,000 shares of Series A Convertible Preferred interest owned by the holders of the Series A
                          Convertible Preferred interest. The amount of Distributable Securities received by GFS
                          Investments will be calculated by determining the amount of Distributable Securities actually
                          received by GFS Investments less any Distributable Securities that GFS Investments has agreed
                          to transfer to other participating broker-dealers.

                          In the event that the Company redeems the Series A Convertible Preferred interest, for a period
                          of three years after the date of redemption, the holders of the Series A Convertible Preferred
                                                            6
                   interest at the time of redemption shall have the right to receive 1% of the Distributable
                   Securities for each 10,000 shares of Series A Convertible Preferred interest owned at the time
                   of redemption. In addition, investors will have the first right-of-refusal to invest (founders
                   stock) in all underwriting transactions that the Company participates in for a minimum period
                   of three years.

Price per Unit     $100,000

Preferred Shares
Outstanding
Before offering    None
After offering     300,000 shares (maximum)

Minimum
Investment         One Unit at a price of $100,000; however, the Company reserves the right to accept
                   subscriptions for fractional Units.

Use of Proceeds    The net proceeds of this Offering, estimated at $3,000,000 if all Units are sold. These funds
                   will be utilized for, without limitation, deposits for licenses, acquisitions, marketing,
                   distribution channel growth and general working capital for GFS Investments.

Expenses           The investors will bear their own legal and other expenses in connection with this Offering.

Risk Factors       Purchase of the Company's Units is speculative and involves a high degree of risk. See "Risk
                   Factors."

Purchaser
Requirements       Purchase of the Units will be limited to subscribers who are approved by the Company who are
                   "accredited investors" within the meaning of Rule 501 adopted by the Securities and Exchange
                   Commission under the Securities Act, who can afford to bear the loss of their entire investment
                   and who agree to certain restrictions on the transferability of their securities. See "Suitability
                   Standards."

Offering Period    The Offering will continue until 270 days from the date hereof subject to extension in the
                   discretion of the Company for an additional period of up to 30 days. The offering period may
                   be extended for up to 10 business days for bank collection purposes only. See "Description of
                   the Private Placement."




                                                     7
                                                    RISK FACTORS

An investment in the securities offered hereby involves a high degree of risk and persons who cannot afford the loss of
their entire investment should not purchase the securities. The following factors, in addition to those discussed elsewhere
in this Private Placement Memorandum, should be carefully considered in evaluating the Company and its business.

Nature of Firm's Business

The stock brokerage services, direct access trading, reverse mergers, and investment banking services business, is subject
to various risks, particularly those arising from volatile markets, including the risk of losses resulting from the
underwriting of securities, market-making activities, customer fraud, employee misconduct and errors, mistakes in the
processing of securities transactions and litigation.

GFS Investments, like other financial services firms, may be directly affected by national and international economic and
political conditions, broad trends in business and finance, legislation and regulation affecting the national and international
financial and business communities and securities markets, changes in securities laws, the level of volatility of interest
rates and substantial fluctuations in volume and price levels in the securities markets. Reduced volume of securities
transactions and reduced market liquidity generally result in lower revenues from principal transactions and commissions,
while decreases in the number of new issues or merger and acquisition activity generally result in lower revenues from
investment banking. Lower price levels of securities may result in losses from declines in the market value of securities
held in trading positions. In periods of reduced sales and trading or investment banking activity, profitability may be
adversely affected because certain expenses remain relatively fixed.

Need for Additional Funds

GFS Investments may require additional debt or equity funds following completion of this Offering to continue or expand,
among other things, its brokerage, direct access trading and investment banking activities. There is no guarantee that such
additional funds will be available on terms acceptable to GFS Investments, if at all. The failure to obtain such additional
funds may cause GFS Investments to cease or curtail operations and result in the complete loss of any value of the Series
A Convertible Preferred interest. GFS Investments' capital and operational requirements cannot be predicted with
certainty and are subject to modification from time to time in the future, in part based upon events which may be beyond
GFS Investments' control. However, based on its anticipated level of expenditures and. assuming no significant increases
in production or sales and marketing expenses, GFS Investments anticipates that the estimated net proceeds from the sale
of the Series A Convertible Preferred interest together with revenues generated from operations should be adequate to
satisfy its capital and operational requirements. In the event that the Company does require additional financing, no
assurance can be given that such additional financing, if required, will be obtained when needed or will be available on
terms acceptable to GFS Investments. See ―Use of Proceeds."

Dependence Upon Key Management and Personnel

GFS Investments is dependent upon certain of its key management personnel. The loss of one or more of these
individuals could have a material adverse effect on GFS Investments. GFS Investments does not carry key-man life
insurance on the lives of any of its officers and GFS Investments does not have an employment contract with any of its key
employees. There can be no assurance that GFS Investments will be able to retain its existing personnel or attract new
employees necessary for the growth of GFS Investments' operations. See "Management."

Legal Proceedings and Litigation Potential

Any litigation, whether or not meritorious, could consume significant resources of GFS Investments and could
substantially affect its ability to carry on normal business operations. Currently, there are no legal proceedings against the
Company.


                                                              8
Reliance on Execution Brokers

GFS Investments will incur obligations to its customers which will be supported by obligations to it from its execution
agent, through which all of GFS Investments' accounts will be settled. GFS has been offered an execution agreement with
Global Trading Group, Inc. to act as its execution agent on a fully disclosed basis. Global Trading Group, Inc. (―Global‖)
is a Securities Brokerage and Investment Banking firm with a strong expertise in growth companies, special situation
investments, private placements, risk management, and option strategies. Maintenance of an execution relationship entails
a risk of unreconciled differences, especially in periods of high trading volume. The inability of the execution agent to
meet its obligations could result in substantial losses to GFS Investments and the loss of the investors’ entire investment.
Any disruption in GFS Investments’ relationship with its execution agent would have an adverse effect on GFS
Investments’ ability to conduct its business.

Risks Associated with Investment Banking Activities

Participation in a private placement pursuant to Regulation D of the Securities Act or in an underwriting syndicate or a
selling group involves both financial and regulatory risks. An underwriter in a public offering may incur losses if it is
unable to resell the securities it has committed to purchase, or if it is forced to liquidate its commitment at less than the
purchase price. In addition, under federal securities laws, other laws and court decisions with respect to underwriters'
liabilities and limitations on the indemnification of underwriters by issuers, an underwriter is subject to substantial
potential liability for misstatements or omissions of material facts in prospectuses and other communications with respect
to such offerings. Acting as managing underwriter increases these risks. GFS will not be subject to such risk as it
operates as an independent service company that directs entities, utilizing its corporate advisory services, to investment
banking facilities which it has strategic alliances.

Limitations on and Special Factors Relating to Market-Making Activities

GFS Investments execution agent will make markets in NASDAQ listed securities. Trading profits or losses depend upon
the skills of employees in market-making activities, the capital allocated to positions in securities, the volatility of the
securities markets, and the general trend of prices in the securities markets. Trading as a principal requires the
commitment of substantial capital and creates opportunities for profit as well as the risk of loss due to market fluctuations.
There can be no assurance that employees of GFS Investments will generate profits in market making and trading
activities for GFS Investments.

Narrow Product Line

The investment banking services, reverse merger, direct access trading and brokerage activities of GFS Investments will
limit to a relatively small number of financial services, investment products, and issuing companies. Although GFS
Investments expects to expand its brokerage and investment banking service activities in the future to include more
companies, there can be no assurance that it will be able to do so. Reliance upon a limited set of revenue sources
significantly increases GFS Investments’ vulnerability to poor performance in any one of its single products or business
services.

Fluctuating Volume and Prices of Securities

GFS Investments and the financial services industry in general are directly affected by national and international economic
and political conditions, broad trends in business and finance, legislation and regulation effecting the national and
international financial and business communities and securities markets, currency values, changes in securities laws, the
level of volatility of interest rates and substantial fluctuations in volume and price levels in the securities markets. GFS
Investments will charge a commission on each direct access trading transaction in which it acts as an agent, and therefore
low trading volume will result in reduced revenues. The securities industry is subject to substantial fluctuations in volume
and price levels of securities transactions. These fluctuations can occur on a daily basis, as well as over longer periods, as
a result of local, national and international economic and political events and as a result of trends in business and finance.
                                                              9
Reduced volume and prices generally result in lower commissions and investment banking revenues, both which may
affect GFS Investments.

Competition

In the United State of America, there are currently about a dozen direct access technology providers, whose clients are
both direct daytraders and are among the 100 or so domestic daytrading firms. Scarcity still exists but is reducing. If
online and traditional brokers want to be perceived as a leader in the space, they will have to provide a "proprietary" direct
access offering. We solve this problem by brand labeling our licensed platform. Although new systems seem to be
introduced everyday, there still exist only about a dozen proprietary front-ends. While scarcity tends to support valuations,
the front-end captures only a portion of the value chain. Marketing prowess, education, customer service, broker/dealer
status, connectivity and clearing can notably add to the aggregated economics. The successful development and ownership
of these functions ideally leads to high trading volumes and low turnover among clients and proprietary traders.

Competition in the securities brokerage and investment banking business is highly intense. GFS Investments DAT
platform competes directly with discount and full-service brokerage firms, almost all of which are established, have
substantially greater financial and other resources, and have achieved greater public acceptance than GFS Investments.
GFS Investments DAT platforms will be a factor in the securities brokerage industry.

Restrictions on Transfer of Series A Convertible Preferred interest

The shares of Series A Convertible Preferred interest have not been registered under the Securities Act, or under the
securities laws of any state, but are being offered and sold in reliance upon exemptions from registration hereunder,
including the exemptions from federal registration contained in Rule 506 of Regulation D promulgated hereunder and
applicable state laws. As a consequence of the restrictions on subsequent transfer imposed by these exemptions, the Series
A Convertible Preferred interest may not subsequently be sold, assigned, conveyed, pledged, hypothecated or otherwise
transferred by the holder thereof, whether or not for consideration, except upon the issuance to the Company of such
evidence as may be satisfactory to counsel for the Company to the effect that any such transfer will not be in violation of
the Securities Act, and applicable state securities laws.

Dividend Restriction

The Company's ability to pay dividends including the Distributable Securities, to holders of the Series A Convertible
Preferred interest in the future will be restricted by GFS Investments’ obligation to comply with the rules promulgated by
New York State law that prohibits the payment of dividends (including the Distributable Securities which would in all
likelihood be considered a dividend) except out of capital or earned surplus. Accordingly, no distributions of the
Distributable Securities may be made by GFS Investments to the Company and, in turn, to the holders of the Series A
Convertible Preferred interest until such time as the distribution could be properly and lawfully made.

Determination of Offering Price - No Independent Placement Agent

The offering price for the shares of Series A Convertible Preferred interest has been established based on the investor
receiving a 66.66% discount in the anticipated opening bid price after conversion and completion of acquisition of Fifth
Avenue II to gain listing on the OTC:BB (see ―Merger Agreement‖). The value may have been determined by reference
to any traditional criteria of value, such as book value, earnings or assets. As the shares of Series A Convertible Preferred
interest are being offered by GFS Investments as placement agent, purchasers of the Units will not have the benefit of an
independent party negotiating the terms of this Offering.

No Market for the Series A Convertible Preferred interest

There is no public market for the shares of Series A Convertible Preferred interest or any other securities of the Company.
The Company assumes no responsibility for the creation of such a market but does foresee the creation of such a market in

                                                             10
the future. Accordingly, prospective investors who are unable to bear the risks of an illiquid investment should not
purchase shares of Series A Convertible Preferred interest.

Possible Issuance of Preferred interest.

The Company is authorized to issue up to 1,000,000 shares of Preferred interest, par value $.001 per share ("Preferred
interest"). Preferred interest may be issued in one or more series, the terms of which may be determined at the time of
issuance by the Board of Directors, without further action by stockholders. The terms of any issuance of any other series
of Preferred interest may include voting rights (including the right to vote as a series on particular matters) which could be
superior to those of the shares of Common Stock, preferences over the shares of Common Stock and Series A Convertible
Preferred interest as to dividends and distributions in liquidation, conversion and redemption rights (including the right to
convert into shares of Common Stock) and sinking fund provisions. No shares of Preferred interest are currently
outstanding and except for this Offering, the Company has no current plans for the issuance thereof. The issuance of any
additional series of Preferred interest could affect the rights of the holders of Common Stock and the Series A Convertible
Preferred interest and could reduce the value of the Common Stock and the Series A Convertible Preferred interest and
make it less likely that holders of Common Stock and the Series A Convertible Preferred interest would receive a premium
for the sale of their shares.

Dilution

The investors in this Offering will experience immediate and substantial dilution inasmuch as the net tangible book value
per share of Series A Convertible Preferred interest will be substantially less than the offering price of $10.00 per share.

No Review of the Offering by Securities Agencies

The sale of the Units offered hereby has not been approved or disapproved by the SEC or any state regulatory agencies,
and no regulatory body has passed upon or endorsed the accuracy, adequacy, or completeness of the this Private
Placement Memorandum. Accordingly, prospective investors must rely on their own examination of the Private
Placement Memorandum, including, without limitation, the merits of, and risks involved in, acquiring the Units.

Suitability

This investment is suitable only for certain investors. Units will be offered to "accredited investors" as defined under the
Securities Act. The investment is not recommended for investors who do not have adequate liquid additional assets to be
able to afford a long-term non-liquid investment and the possible loss of their entire investment.

Right to Reject Subscriptions
The Units are offered subject to the right of the Company to reject subscriptions in whole or in part.

No Refunds

During the offering period, as extended, of up to 270 days, unless applicable state law dictates otherwise, subscribers will
not have any opportunity to obtain a refund of monies for Units subscribed for in this Offering.

                                                 USE OF PROCEEDS

The net proceeds of this Offering, estimated at $3,000,000 will be utilized for:

           Legal and Accounting (1)                    $ 200,000
           Acquisitions (2)                   $ 1,000,000
           Marketing                                   $ 150,000
           Distribution Channel (3)                    $ 500,000
                                                           11
          Licensing and Deposits (4)                  $   250,000
          Working Capital                             $   900,000

          Total                                       $ 3,000,000

    1.   The amount budgeted for the legal and accounting expenses associated with the filing of the SB2 and the
         completion of the initial acquisition of Fifth Avenue II Corporation and anticipated foreign transactions.
    2.   The amount budgeted for acquisitions include anticipated payments to Fifth Avenue II Corporation and targeted
         financial services operations in Europe.
    3.   The amount for distribution channel growth will allow the company to recruit and/or hire international partners
         for the marketing of its Direct Access Trading platforms to a global base of institutions and individual traders.
    4.   The amount for licensing and deposits are directly related to the continued usage of a licensed software facility.
         From time to time we may use deposits to allow our strategic partners to reach necessary Net Capitalizations
         limits to facilitate market making and underwriting functions.

The Company's capital and operational requirements cannot be predicted with certainty and are subject to modification
from time to time in the future, in part based upon events, which may be beyond the Company's control. Based on its
currently planned operations, and its anticipated level of expenditures, the Company anticipates that the estimated net
proceeds from the sale of the Units, along with GFS Investments’ currently available capital, should be adequate to satisfy
its capital and operational requirements. See "Risk Factors -- Need for Additional Funds." Pending application of the net
proceeds as described above, the Company intends to invest such proceeds in short-term investment grade securities.

                                                      BUSINESS

Introduction

GFS Investments, Inc. (the "Company‖ or ―GFS‖), established in 1997 as a financial services holding corporation
specifically designed for the acquisition of investment services facilities, has been operating as a registered investment
advisory offering corporate finance advisory services in the areas of Business Development, Mergers and Acquisitions,
Business Valuation, Cost Reduction, Strategy Development and Execution and Real-estate Development. GFS has been
offered an execution agreement with Global Trading Group, Inc. to act as its execution agent on a fully disclosed basis.
Global Trading Group, Inc. (―Global‖) is a Securities Brokerage and Investment Banking firm with a strong expertise in
growth companies, special situation investments, private placements, risk management, and option strategies. GFS
Investments intends to utilize this partnership to market its Direct Access Trading Platform (―DAT‖) to international
clients, institutions, hedge funds, and day traders for transactions in the US markets, provide reverse merger services,
direct companies to Global for principal trading and market making. GFS Investments maintains locations in New York
and Atlanta, Georgia. GFS has strategic international partners which facilitate the marketing of its DAT platform in
Europe and the Far East.

The Company expects to generate substantial returns for its investors by expanding its business and developing a reliable
recurring revenue base. At the present time, the Company is aggressively seeking additional funding which will be used to
expand its marketing efforts, complete the build out of its infrastructure with strategic partners, and become a publicly
traded company.

Intended Operations of GFS Investments

Market Connectivity (Direct Access Trading Platforms)
GFS plans to implement Direct Access execution arrangements with International B/D’s and Traders with our licensed
Trading Platform Software. With direct links to ECN’s and listed exchanges, GFS provides traders with choices in routing
orders to the markets. Traders can not only see the inside markets, but get a feel for what is being offered and who is
offering what, all in real-time. Once price discovery is made, they can execute orders directly with NYSE, NASDAQ,
AMEX & major ECN's ensuring faster execution and confirmation. Traditional online brokers re-route their client's order
to market makers and in turn market makers pays the broker a Payment-For-Order flow, resulting in higher spreads for the
client (i.e., charging an additional 1/8 or 1/16 to fill an order). With this kind of arrangement, an investor almost never
                                                              12
knows when a trade might actually take place. International clients can gain access to U.S. trading at low commission rates
of $ 11.95 per Trade.
Our licensed software products give the active trader various direct execution methods on the US equity and option
exchanges, extended hours trading, as well as complete customization privileges and tremendous analytical tools:

GFS Silver, our Level I, browser based trading platform is available to you at the low cost of $10.95 per trade*. With
market data, free-real time quotes, account history, portfolio watch lists (with one click trading), company news, charting,
and real time balances, you'll have all you need to succeed. But the real benefit is that you get all of this WITH a
dedicated, personal broker to assist you along the way. There is a dedicated technology staff that stands by ready to
help. If a client is just starting out, seeing how the market works. They have been trading with their broker for years. All
they want is to self-direct some of their investments. They want to be able to quickly react to changes in the market. This
is the right platform to help put their money to work.

GFS Gold, our Level 1.5, trading platform is the technological evolution mid-level clients need. It's not browser-based,
providing extremely fast point-and-click order entry. Clients have a real-time ticker, ECN market information, Trailing
Stops (you can make your stop loss orders follow changes in the market automatically and they're not market held, so no
one sees your order until its ready to fill), smart order routing, visual alerts and charts galore. This is used when a client
has outgrown their online broker and trading volume is increasing as their knowledge grows and they know how the
market works and need to see more information so they can put that knowledge to work.

GFS Platinum is the ultimate trading tool. It offers all the benefits of the other packages with Level II and additional
ECN's. Optimal for Daytrading firms, Broker/Dealer trading desks, Institutional Order-flow, Hedge Funds,
and International clients conducting transactions in US markets. At a cost that cuts your operational expenses
dramatically.

Market Strategy
Responding to growing demands of cross-border investors for low-cost and seamless trade execution, GFS is developing a
global alliance of distinguished firms. GFS has strategic international partners which facilitate the marketing of its DAT
platform in Canada, Europe, and the Far East. We plan to continue to use our Referral Agreement program to add
international sales consultants to expand into markets. Every consultant receives a percentage of every transaction from
sources of revenues that their primary efforts have established. By establishing a list of premier partners and software
representatives in North America, Europe, Asia and Latin America, sophisticated trading platforms, a widespread online
presence and a global alliance network, GFS can penetrate the global marketplace through its marketing channels.
Together, these channels enable GFS to place its next generation, end-to-end trading platform on the desktops of users
throughout the world with minimal marketing expenses and no software development costs. Additionally, these strategic
alliances allow GFS to:

• Leverage the existing client base, brand recognition and reputation of partners;
• Provide a gateway to global markets;
• Maximize revenue opportunities in multiple markets;
• Provide investors with seamless access to U.S. equities, futures, and options through local brokerage firms;
• Minimize marketing outlay and attract new users of GFS platforms at low acquisition costs;
• Adjust quickly to changing market conditions;
• Overcome psychological and language barriers by providing investors with access to local investment dealers.

Adapting to the changing marketplace, GFS has identified an innovative solution to the needs of active traders around the
globe and plans to uniquely establish itself as an international provider of direct-access trading software and services. By
leveraging its global network, strategic alliances and acquisitions, GFS plans to strategically position itself to meet the
needs of active traders, both domestically and internationally.

                                                             13
Market Growth
In recent years, the global securities industry has experienced sweeping changes. The key factors driving this change
include:
          • The information technology revolution;
          • The growth of cross-border investing;
          • Global market deregulation;
          • Gravitation to electronic trading on most major exchanges;
          • The emergence of new trading channels, such as Alternative Trading Systems;
          • The evolution of self-directed, sophisticated investors.
According to the former SEC Chairman, a new investor has emerged who is more informed, more inquisitive and more in
touch with the markets than ever before. Industry studies suggest the number of global online trading accounts will exceed
100 million by 2005, more than four times the number in 2000. As a percentage of the global market, non-U.S. online
accounts are expected to increase from about 13% in 2000 to 40% by 2004. According to International Data Corporation
(IDC), a leading research company, Asia is expected to experience a 39% compound annual growth rate through 2005.
With cross-border investing now doubling every three years and rapidly approaching $7 trillion, global markets are more
open than ever before, according to the U.S. Securities Industry Association. Direct Access Traders make up about 8 out
of every 10 online trades, but represent less than 1% of all online accounts. In contrast to a 33% decline in average daily
trading volume at the major U.S. web-based online brokers since 2000, trading activity by direct-access traders actually
surged by 55% over the same period. At a time when many investors in the U.S. stock market were hurt by the economic
downturn, the number of transactions executed by direct-access traders steadily rose.
Recent research indicates that by 2005, trade volume generated by direct-access platforms is expected to represent more
than 35% of the total U.S. equity marketplace or almost 500 billion shares annually, up from about 250 billion shares in
2001. In addition to retail traders, buy-side institutions -particularly smaller hedge funds- also developed an appetite for
direct-access technology beginning in 2001, greatly expanding the size of the U.S.-based market.

―With the growth of online accounts slowing in the U.S., international expansion continues to be a high priority for the industry.‖
 -   Deloite & Touche

―Online brokers that ignore direct-access are going to slowly lose their client base.‖
 — Russell Keene, VP, Keefe, Bruyette & Woods


―We feel there is a long-term demand for international investment.‖
 — Philip Holzer, Managing Director, Goldman Sachs International


The Technology




                                                                   14
Smart Order Execution Technology (SOET)
SOET scans the markets and automatically routes the orders to the optimal avenue for execution at that moment. It uses
variables such as price, speed, liquidity and individual trader's preferences, based on which it seeks the best execution.
Smart order routing maximizes the advantages of direct access trading. With every order our individual trader uses SOET
engine or an institutional user can opt to route the orders directly to any avenue of execution using our direct access
technology. It enables the trader to use market fragmentation to his advantage.
System Requirements
Offering direct access gives clients the capability to interact directly with execution destinations.
The enhanced execution tool implies a fundamental change in the communication process relative to order execution. In
the past to offer a direct access platform, an online broker was required to retool existing order routing systems and
establish new connectivity links. GFS platforms eliminate that cost. From the investor’s viewpoint, most of the
applications offering such functionality can run on a computer with Windows 95/98/2000/NT. A Pentium processor (75
MHz minimum) with a minimum of 64 MB RAM is also recommended.




                                                            15
16
Performance and Speed
Techniques such as in-memory databases, proprietary-hashing algorithms, sever configurability, thread pooling and health
monitoring enable the optimal use of the processing capacity and increase the overall responsiveness of the system.

Scalability & Reliability
This is a completely scalable system which can handle any number of users. All processes can be split across multiple
machines that work as a logical extension of each (logically working as one machine). It clusters technology and load
balances to protect the system from downtime and disruptions.

Multiple Accounts
Business partners can create sub accounts to allow multiple traders to separately trade in the sub accounts. Monitor the
trading with real time consolidated inventories, closed (realized) P&L, open P&L, real time order status, etc. If you have a
proprietary trading business, you can effectively manage risk without compromising the flexibility provided to your
proprietary traders.

Level II Data
Provides one integrated view of the market by integration of market data information from all ECNs and exchanges into a
single high performance data feed. All data sources / ECN books are integrated into each stock window or can have
separate windows for each data source.

Business Management
Provides business intelligence functions as part of management and administration console. These include: statistical
analysis, profitability, costs, profit margins, etc. for each trader, group, branch, and execution avenue in any given time
period. Differential settings are possible for traders, groups, branches and integration partners. In addition historical data
and audit features enable tracing of any execution to its specific order.

Analytics
Has built in features for real time quantitative analysis for market scanning and generation of market opportunity signals
including techniques for indication of direction and momentum of the markets. Also includes integrity and audit
mechanisms for business analysis and decision support.



                                                              17
Securities Brokerage Services

To support the services provided to individual and institutional investors, transactions will be effected through Global in
equity and debt securities both as principal and agent, including trading for our own account and making a market at any
one time in up to 25 over-the-counter stocks.
Principal Transactions
GFS Investments, through Global, intends to act as both principal and agent in executing trades in over-the-counter equity
securities. When transactions are executed by GFS Investments on a principal basis, GFS Investments receives, in lieu of
commissions, mark-ups or markdowns which constitute revenues from principal transactions. All GFS principal
transactions will be based on its portfolio of securities which it maintains as inventories of over-the counter securities to
facilitate sales to customers and other dealers.

The level of positions carried in GFS Investments’ trading accounts may fluctuate significantly. The size of the securities
positions on any one date may not be representative of GFS Investments exposure on any other date because the securities
positions vary substantially depending upon economic and market conditions, the allocation of capital among types of
inventories, underwriting commitments, customer demands and trading volume.

GFS Investments intends to normally have Global make a market, in effect maintaining firm bid and offer prices, in
common stocks which are traded on the NASD's Automated Quotation System; especially those companies that have been
facilitated by the underwriting efforts of GFS. The amount of stocks that Global will make a market in at any one time will
fluctuate and they are required to seek permission of its local NASD district office and obtain consent prior to making a
market in equity securities.

Agency Business

In addition to executing trades as a principal, GFS Investments will act on an agency basis in securities transactions for
individual and institutional investors. Such transactions generate securities commission revenues. Commissions are
charged on both exchange and over-the-counter agency transactions for individual customers in accordance with a
schedule, which GFS Investments has formulated, which may change from time to time. In certain cases, discounts from
the schedule may be granted to customers. GFS Investments’ securities commissions primarily result from executing
transactions in listed and over-the-counter stocks and bonds through its DAT platform. We can execute order flow for
pennies on the dollar for institutional clients.

        Executing Broker on US Equities and Options Markets
        DVP
        Prime Brokerage
                 settlement services
                 securities lending
                 an array of reporting options, including customized reports and data extracts
                 financing services
                 foreign currency settlement capacity
                 web-based daily account information
                 notification of corporate actions
                 dividend collection and payment
                 personalized service for each Prime Brokerage account

                                                             18
        Sub-accounting
        Custodial Services, etc.

GFS utilizes its Direct Access Platform with Order Routing features to offer a host of services catered to its institutional
clients. It provides access to multiple venues for trading such as ECN’s and Market Makers, and includes sophisticated
features of Alerts and Basket trading. Such tools facilitate fast and better execution of complex and sensitive large block
equity transactions. GFS also provides access to the depth of liquidity pools by giving access to ECN Books. Advanced
charting tools also help clients make better trading decisions.

For a non-US broker dealer looking for execution services on the US markets, customers will find the best overall
solution. We offer:
        Omnibus Accounts
        DVP Accounts
        Level II with integrated order execution to the NASDAQ, NYSE, AMEX and ECN's
        Level 1.5 with Smart Order Routing to ECN's
        Level I online portfolio accounts
        Compliance, clearing and management information services
        Executing Broker on US Equities and Options Markets
        DVP
        Prime Brokerage
        Custodial Services, etc.

We private label the trading software, management information systems and trader resources to the client look and feel -
thus helping them to maintain their brand identity.
Execution Arrangements and Customer Credit

GFS Investments does not intend to maintain its own customer accounts or provide customer credit. GFS Investments
intends to utilize Global Trading Group, Inc. to act as its execution agent on a fully disclosed basis. GFS Investments’
execution agent, on a fee basis, will process all securities transactions and maintain the accounts of its customers.
Customer accounts will be protected through the Securities Investor Protection Corporation for up to $500,000, of which
coverage for cash balances is limited to $100,000. The services of the execution agent include billing, credit control,
receipt, and custody and delivery of securities. The execution agent provides operational support necessary to process,
record, and maintain securities transactions for GFS Investments’ brokerage and distribution activities. The execution
agent provides these services to GFS Investments and its customers at a total cost which is less than it would cost GFS
Investments to process such transactions on its own. The execution firm lends funds to GFS Investments’ customers
through the use of margin credit. These loans are made to customers on a secured basis, with the execution firm
maintaining collateral in the form of saleable securities, cash or cash equivalents.

Investment Banking Services

General
It is anticipated that GFS Investments and its investors should generate substantial profits from companies that it consults
as they participate in public offerings of securities, reverse mergers, private offerings of securities pursuant to Regulation
D of the Securities Act and engage in other corporate finance type transactions.

Underwriting
GFS Investments has a focus is on small to medium sized companies with revenues from $1 to $30 million.
GFS has an existing client base of private and public companies with that it provides corporate advisory
                                                             19
services to that will in the future engage in underwriting activities, including public offerings of equity and/or
debt securities. Many of these offerings will be conducted through a syndicate of investment banking firms
with Global managing or participating in the offering. Underwriting syndicates agree to purchase securities at
a discount from the initial public offering price. From this, GFS will generate fees and substantial amounts of
equity for its investors (―Distributable Shares‖) and the Company.



Regulation D Offering
GFS Investments will receive revenue when its execution agent engages in the sale of securities pursuant to Regulation D
of the Securities Act, both as placement agent and as a participating broker/dealer in offerings, which other broker/dealers
firms act as placement agent.

Corporate Finance
In addition to its underwriting and Regulation D sales of securities, it is anticipated that GFS Investments will continue to
generate fees by providing advice to corporate clients on a wide range of financial matters, including mergers and
acquisitions, divestitures, private placements, bridge financings, financial planning and corporate reorganizations and
recapitalizations.

Clearing Firm
GFS Investments does not intend to maintain its own customer accounts or provide customer credit. GFS Investments
intends to utilize Global Trading Group, Inc., which clears on a fully disclosed basis with First Southwest Company
founded in 1946, to act as its execution agent. GFS Investments’ execution agent, on a fee basis, will process all securities
transactions and maintain the accounts of its customers. Customer accounts will be protected through the Securities
Investor Protection Corporation for up to $500,000, of which coverage for cash balances is limited to $100,000. The
services of the clearing agent include billing, credit control, receipt, and custody and delivery of securities. The clearing
agent provides operational support necessary to process, record, and maintain securities transactions for brokerage and
distribution activities. The clearing agent provides these services to Global and its customers at a total cost which is less
than it would cost GFS Investments to process such transactions on its own. The clearing firm lends funds to customers
through the use of margin credit. These loans are made to customers on a secured basis, with the clearing firm
maintaining collateral in the form of saleable securities, cash or cash equivalents.

                                                   MANAGEMENT

Directors, Executive Officers and Key Employees
The names of the directors and executive officers of the Company are as follows:

         Name                                Position
         Kevin Gray                          President
         Christopher Donaldson               VP of Business Development/Board
         Nehru Chomatil                      Director of Trading
         Jason Green                         Vice President of International Sales
         Terry Gray                          Board of Directors
         Bradley Walton                      Senior Software Developer



All directors of the Company hold office until the next annual meeting of shareholders of the Company or until their
successors are elected and qualified. Executive officers hold offices until their successors are elected and qualified,
subject to earlier removal by the Board of Directors.

Set forth below is a biographical description of each director and executive officer of the Company based upon
information supplied by them:
                                                       20
Christopher D. Donaldson joined GFS in 2000 as Vice Pres. of Business Development. Mr. Donaldson studied Business
at Upper Iowa University and has extensive experience in the Financial Services Industry including being licensed Series
7, 24, 63. He has over thirteen years of managerial experience and received training from industry leaders such as
Prudential Insurance Company of America and Paine Webber Securities, Inc. He gained a vast knowledge of Estate
Planning as a Registered Rep with Prudential Insurance Co. and in 1995 obtained his general securities licenses and
entered into portfolio management. In 1998 until 2000 Mr. Donaldson was the assistant managing principal and director of
recruiting and training for GFS’ Retail Securities Franchise (RJ Steichen) and was responsible for the day-to-day
operations of the branch office.

Nehru Chomatil, Director of Trading, was formerly an equity trader at Scottsdale Securities. He is licensed Series 7, 24,
55 and 63. Mr. Chomatil has averaged a 40% return on investment per month from June 1997 to April 1999. Mr. Chomatil
was Branch manager/trader for National Capital. At National Capital Mr. Chomatil was responsible for the day-to-day
operations of the branch office, supervision of as many as 8 traders, and an equity trader himself, he Beta tested the firms
proprietary electronic communications network (ECN) before its release to the public. He also taught day trading to
individual investors.

Jason Green, Vice President of International Affairs, has a BS degree from Johnson C. Smith University. Mr. Green was a
former Series 7 & 63 licensed investment broker for eight years with firms such as RAF Financial, Barron Chase Securities
and RJ Steichen & Co. He has managed accounts for high net worth individuals. The last two years of his career has been
spent in Asia, working in sales and trading with international clientele, on markets such as the Nikkei, Hang Seng and the
SET. His tasks also included maintain a staff for administrative, back office and compliance duties.

Bradley O. Walton, Senior Software Developer, an experienced Information Technology individual with strong
programming, Internet and Client-Server skills. Has worked with major technology companies including Bellsouth,
Nextel-Billing Systems, TransNexus, and Nomura Securities in Tokyo as a senior software developer where he designed,
developed, and implemented cryptographic functions and procedures for the secured transmission of data through various
network protocols. Also, has worked with Sapient Consulting Group and Sema Group Telecoms.

Kevin Gray, President and founder of GFS Investments, Inc., a Financial Services holding corporation specializing in
acquiring and managing privately held companies that provide financial services. Holdings included 2 Investment Banking
franchises, Mortgage Brokerage, Registered Investment Advisory, and Direct Access Trading software platforms. Mr.
Gray is instrumental in creating entities and managing workforce. He was Managing Principal of the offices of Barron
Chase Securities and RJ Steichen franchises. Responsible for the hiring of management positions, budgeting office
expenses, payroll, analysis of debt and equity portfolios for suitability, and all functions of operating and Investment
Banking facility. Instrumental in locating companies in need of investment banking services such as Private Placements,
Equity and Debt offerings and Restructuring. As consultant to private and public companies, have engaged in business
development, structuring of mergers, PIPE funding, Business Valuation, Cost Reduction, and Strategy Development and
Execution. Mr. Gray has established and managed relationships with Investment Banking Firms, Venture Capitalist, PR
Firms, Accounting & Legal Professionals, and Private Investors. He has conducted Mergers with corporations to provide
them with listing on the NASDAQ OTC markets and structured borrowing facilities on equity securities.


                                          PRINCIPAL SHAREHOLDERS

The following table sets forth, as of the date of this Private Placement Memorandum, after giving effect to the formation
of GFS Investments, certain information regarding the beneficial ownership of the Company's Common Stock of each
person owning more than 5% of the outstanding Common Stock, each director and officer of the Company and all
directors and officers of the Company as a group.


                                        Number of
Shares of           Approximate

                                                            21
Name and Address (1)                 Common Stock                           Owned % of Class
Kevin Gray                              850,000                                        85%
Terry Gray                              100,000                                      10%
Christopher Donaldson                    50,000                                       5%

All officers and directors
As a group                             1,000,000                                        100%

(1) The address for all of the above is c/o GFS Investments, 55 West 116th Street, Suite 176, New York, NY 10026




                                    DESCRIPTION OF SECURITIES UNITS

Each Unit consists of 10,000 shares of the Company's Series A Convertible Preferred interest. The Series A Convertible
Preferred interest is convertible into 100,000 common shares for each 10,000 share unit.

Common Stock
The authorized Common Stock of the Company consists of 10,000,000 shares of Common Stock, par value $.0001 per
share. As of the date of this Private Placement Memorandum, 1,000,000 shares of Common Stock will be outstanding
after giving effect to the acquisition of GFS Investments. Holders of shares of the Common Stock are entitled to one vote
per share on all matters to be voted upon by the stockholders and are not entitled to cumulative voting for the election of
directors. Holders of shares of Common Stock are entitled to receive ratably such dividends, if any, as may be declared
from time to time by the Board of Directors out of funds legally available therefore after the declaration and payment of
dividends to Preferred interest holders. However, it is the present intention of the Company not to pay any cash dividends
to Common Stockholders, but to reinvest earnings, if any, into the Company. In the event of liquidation, dissolution or
winding up of the Company, the holders of shares of Common Stock are entitled to share ratably in all assets after
payment of any preference to the holders of Preferred interest. Shares of Common Stock have no preemptive, conversion
or other subscription rights. There are no redemption or sinking fund provisions applicable to the Common Stock.

Preferred interest
The Company is authorized to issue up to 1,000,000 shares of Preferred stock, par value $.001 per share ("Preferred
interest"). The current offering of Series A Convertible Preferred interest is convertible into 100,000 common shares for
each 10,000 share unit. Preferred interest may be issued in one or more series, the terms of which may be determined at
the time of issuance by the Board of Directors, without further action by stockholders. Preferred interest as to dividends
and distributions in liquidation, conversion and redemption rights (including the right to convert into shares of Common
Stock) and sinking fund provisions may be determined at the time of issuance by the Board of Directors, without further
action by stockholders. No shares of Preferred interest are currently outstanding and except for this Offering, the
Company has no current plans for the issuance thereof. The issuance of any additional series of Preferred interest could
affect the rights of the holders of Common Stock and the Series A Convertible Preferred interest and could reduce the
value of the Common Stock and the Series A Convertible Preferred interest and make it less likely that holders of
Common Stock and the Series A Convertible Preferred interest would receive a premium for the sale of their shares.

Series A Convertible Preferred interest
The Series A Convertible Preferred interest has a liquidation preference of $12 per share until July 30, 2005 and thereafter
at $10 per share. The Series A Convertible Preferred interest is entitled to receive cumulative dividends of $.70 per share
payable annually on July 30 of each year commencing July 30, 2004 with such dividend to be prorated based upon the
number of days remaining in such year measured from the date the Series A Convertible Preferred interest is deemed to be
outstanding. Series A Convertible Preferred interest is convertible into 100,000 common shares for each 10,000 share
unit and has no voting rights except certain limited voting rights in the event of certain defaults in the payment of
dividends and except as otherwise required by law. The Company may, at its option, redeem at any time after the closing
of this Offering, all or any part of the Series A Convertible Preferred interest on at least 30 days prior written notice to
                                                            22
each holder of Series A Convertible Preferred interest at a per share price equal to the then applicable liquidation
preference plus accrued and unpaid dividends thereon (whether or not declared) to the date fixed for redemption. Holders
of outstanding Series A Convertible Preferred interest shall be entitled to receive as soon as permitted by law and
applicable NASD rules and regulations an aggregate of up to 30% of the underwriters warrants or common stock (the
"Distributable Securities") received as compensation by GFS Investments in connection with its investment banking
activities on the basis of 1% of the Distributable Securities for each 10,000 shares of Series A Convertible Preferred
interest (i.e. one Unit) owned by the holders of the Series A Convertible Preferred interest. The amount of Distributable
Securities received by GFS Investments will be calculated by determining the amount of Distributable Securities actually
received by GFS Investments less any Distributable Securities that GFS Investments has agreed to transfer to other
participating broker-dealers and their officers and partners. In the event that any investor owns an amount of shares of
Series A Convertible Preferred interest, which is not a multiple of 10,000 shares, then proportionate distributions will be
made. For example, if the Series A Convertible Preferred interest holder owns 5,000 shares, he would be entitled to .5 %
of the Distributable Securities. In the event that the Company redeems the Series A Convertible Preferred interest, for a
period of three years after the date of redemption, the holders of the Series A Convertible Preferred interest at the time of
redemption shall have the right to receive one-half of 1 % of the Distributable Securities for each 5,000 shares of Series A
Convertible Preferred interest owned at the time of redemption.

Dividend Policy

The Company's ability to pay dividends and pay the Distributable Securities to holders of the Series A Convertible
Preferred interest in the future will be restricted by GFS Investments’ obligation to comply with the net capital
requirements imposed on broker-dealers under regulations and rules promulgated by both the SEC and the NASD and by
New York State law that prohibits the payment of dividends (including the Distributable Securities which would in all
likelihood be considered a dividend) except out of capital or earned surplus. Further, NASD rules and regulations prohibit
the sale or other transfer of Distributable Securities received as compensation in connection with a public offering
(including Rule 504 offerings under Regulation D of the Securities Act) for a period of one year, except to co-
underwriters, selling group members and their officers or partners. Accordingly, no distributions of the Distributable
Securities may be made by GFS Investments, to the holders of the Series A Convertible Preferred interest until such time
as the distribution could be properly and lawfully made.

                                  DESCRIPTION OF THE PRIVATE PLACEMENT

On behalf of GFS Investments, as Placement Agent with respect to this Offering (the "Placement Agent"), is offering up to
30 Units for private sale to accredited investors within the meaning of Regulation D under the Securities Act for a
purchase price of $100,000 per Unit. Each Unit comprises 10,000 shares of Series A Convertible Preferred interest is
convertible into 100,000 common shares for each 10,000 share unit. The securities offered herein may be purchased
only in Units. At the discretion of the Company fractional Units may be sold. The Placement Agent on a ―best efforts‖
basis will offer the Units. The Units will be offered for a period of 270 days from the date hereof, subject to extension for
an additional period of up to 30 days. All funds paid by investors shall be payable to GFS Investments." The Company
reserves the right to consummate one or more closings of this Offering, while keeping this Offering open for the balance
of the offering period, including extensions, in order to obtain subscriptions for any portion of the remaining Units offered
herein. At each such closing the Company will issue the shares of Series A Convertible Preferred interest to each
subscriber. The offering period may be extended for up to 10 business days for bank collection purposes only.

In connection with this Offering, the Placement Agent will not receive any commissions or other compensation, except for
reimbursement of expenses on an accountable basis.

The Company determined the offering price of the Units. The principal factors considered by the Company were the
current financial condition and future prospects of the Company, the experience of management, and the amount of
ownership to be retained by present shareholders, the general condition of the economy and the securities markets, and
other relevant factors. See "Risk Factors‖ titled "Determination of Offering Price - No Independent Placement Agent."

To effect a purchase, an investor is required to complete and execute the Subscription Agreement, Confidential Subscriber
Questionnaire and Acknowledgment of Receipt of Confidential Private Placement Memorandum annexed hereto (Exhibits
                                                            23
A, B and C) and to deliver to the Placement Agent such documents and a check made payable to GFS Investments" for the
full purchase price. Only persons who represent that they have adequate means to assume such risks and to provide for
their current needs and personal contingencies, and who can afford to bear the possible loss of their entire investment and
who have no need for liquidity in this investment, will be permitted to purchase the Units. The Company reserves the
right in its sole discretion to accept or reject any subscription in whole or in part, and will as promptly as practicable
return all funds without interest or deduction in the event a subscription is rejected.

                                              SUITABILITY STANDARDS

A purchase of the Units involves a high degree of risk and is suitable only for persons having substantial financial
resources and who understand the long-term nature and risk factors associated with this investment. This Offering is not a
public offering and is intended to be made pursuant to Rule 506 of Regulation D ("Regulation D"), of the Securities Act as
promulgated hereunder by the SEC. The Offering is being made solely to those parties that qualify as "accredited
investors" as defined in Regulation D. This Offering is also intended to be exempt from the registration requirements of
various state securities laws. A substantial number of state securities commissions and securities industry associations
have established investor suitability standards for marketing within their respective jurisdictions of private offerings of
securities. Some states have also established minimum dollar levels for purchasers in such states. The Company intends
to comply with these requirements.

Each person purchasing Units in the Offering will represent and warrant to the Company in his or its Subscription
Agreement that: (i) he is an "accredited investor' as such term is defined by Rule 501 of Regulation D (and as set forth in
the Subscription Agreement annexed hereto in Exhibit A), (ii) he has the ability to evaluate the merits and risks of an
investment in the Company based upon his knowledge and experience in financial and business matters and (iii) that he
has the financial capacity to bear the economic risk of his investment. In addition, he must represent that: (a) he is
acquiring the Units for his own account, for investment purposes only and not with a view toward resale or distribution
thereof, he has not subdivided his interest in the Units, and he understands the risks and terms of the Offering; (b) he is
aware that the Units and the Series A Convertible Preferred interest have not been registered under the Securities Act and
that his transfer rights are restricted by the Securities Act and applicable state securities laws, and that there is no public
market for these securities; (c) he has had an opportunity to ask questions of and obtain additional information from the
Company regarding the terms and conditions of the Offering, the Company, the securities being offered and any other
matters (including, without limitation, additional information to verify the accuracy of the information contained in this
Memorandum) and he has received all information requested by him in connection therewith; (d) he can bear the
economic risk of the investment; and (e) he has adequate means for his current financial needs, has no need for liquidity of
this investment and will not have an overall commitment to non-marketable investments disproportionate to his net worth.

The above suitability standards represent minimum suitability requirements for prospective investors and the satisfaction
of such standards by a prospective investor does not necessarily mean that the Units are a suitable investment for such
investor. The Company may reject subscriptions, in whole or in part, in its sole and absolute discretion. If this Offering is
oversubscribed, the Company shall have the absolute right to determine which subscriptions shall or shall not be accepted.


                                             ADDITIONAL INFORMATION

Prospective investors or any representatives may, at any time during normal business hours prior to the sale of Units to
them, ask questions of Management of the Company with respect to the terms and conditions of the Offering or request
additional information about the Company and its operations that they deem necessary to make an informed investment
decision. The Company will provide answers to such questions as well as such further information to the extent that it
may be provided without unreasonable effort or expense.


                                               FINANCIAL STATEMENTS

Balance sheets are available upon request for GFS Investments. As of July 27, 2003 GFS Investments, Inc. operates as a
Registered Investment Advisor.
                                                         24
                           Year End      Year End            Year End            Year End            Year End
                         Dec.31, 1998   Dec. 31, 1999       Dec. 31, 2000       Dec. 31, 2001       Dec. 31, 2002
TOTAL REVENUE            $   343,224    $   235,250     $     129,584       $       66,381      $       889,081
Total Cost of Revenue    $   211,979    $   200,917     $       61,838      $             -     $       301,000
GROSS PROFIT             $   131,245    $    34,333     $      67,746       $       66,381      $       588,081
Operating Expense        $   109,325    $    56,341     $       42,987      $       15,330      $        25,944
Income from Operations   $    21,920    $   (22,008)    $      24,759       $        51,051     $       562,137
NET INCOME               $    21,769    $   (36,465)    $      24,205       $        51,051     $       507,413




                                                  25
                                       FINANCIAL PROJECTIONS


                                     GFS INVESTMENTS, INC.

                                                 Projected           EST.                  EST.                  EST.
     REVENUE:                                      2003              2004                  2005                  2006
     Brokerage/Investment services(1)                           $   1,250,000       $    3,000,000        $ 10,000,000
     Mortgage Services                       $ 60,250           $      50,000       $      150,000        $    250,000
     Advisory Services                       $ 240,000          $     300,000       $      550,000        $ 1,250,000
     DAT Commissions(2)                      $ 20,566           $   1,325,000       $    5,400,000        $ 15,550,000
     Distributable Equities                  $ 35,000           $     250,000       $      750,000        $ 2,500,000
     TOTAL REVENUE                           $ 355,816          $   3,175,000       $    9,850,000        $ 29,550,000

     COST OF REVENUES
     Wages                                   $     10,000       $      250,000      $      400,000        $    1,250,000
     Distribution Channel payout(2)          $      7,000       $      442,650      $    1,800,000        $    5,183,330
     Brokerage Costs                                            $      225,000      $      650,500        $    1,500,500
     Advisory commissions                    $     80,000       $      100,000      $      205,000        $      505,000
     Equity payments(3)                                         $       75,000      $      250,000        $      750,000
     Mortgage commissions                    $ 18,000           $       15,000      $       45,000        $       75,000
     Total Cost of Revenue                   $ 115,000          $    1,107,650      $    3,350,500        $    9,263,830

     GROSS PROFIT                            $     240,816      $    2,067,350      $    6,499,500        $ 20,286,170
     Operating Expense                       $     159,500      $      375,000      $    1,050,000        $ 2,350,000
     Income from Operations                  $      81,316      $    1,692,350      $    5,449,500        $ 17,936,170
     Other Income
     Income before Interest & Tax            $     81,316       $    1,692,350      $    5,449,500        $ 17,936,170
     Interest payments(3)                                       $      210,000      $      210,000        $    210,000
     Total provisions for taxes              $      5,610       $      102,282      $      361,525        $ 1,223,105



     Est. NET INCOME                         $     75,706       $    1,380,068      $    4,877,975        $ 16,503,065



1.     The amount for Brokerage and Investment services include underwriting, reverse mergers, and portfolio trading; including
       principal and agency transactions of inventories.

2.     The amounts for DAT Commissions and Distribution Payout include anticipated distribution channel growth which allows
       the company to recruit and/or hire international partners for the marketing of its Direct Access Trading platforms to a global
       base of institutions and individual traders and fees paid out to those partners in the channel.

3.     The amount for Equity payments and Interest payments are direct payments for subscribers of this Private Placement in the
       form of cash dividends and distributable shares from investment banking functions.



                                                               26
                                       SUBSCRIPTION AGREEMENT

       1.      Representations and Warranties of the Undersigned.              I hereby represent, warrant and
acknowledge to GFS Investments, Inc. (―the Company‖) as follows:

         (a)      I can bear the economic risk of this investment and can afford a complete loss thereof. I (i)
have sufficient liquid assets and have adequate means of providing for my current and presently foreseeable
future needs, (ii) have no present need for liquidity of my investment in the securities of the Company and (iii)
will not have an overall commitment to non-marketable investments disproportionate to my net worth.

        (b)     I qualify as an "Accredited Investor" as defined in Regulation D, under the Securities Act of
1933, as amended (the "Act") because I meet one or more of the following requirements: (Please check the
appropriate box):

______(1)      the investor is a natural person whose net worth, or joint net worth with spouse, at the time of
purchase, exceeds $1,000,000 (including the value of home, home furnishings and automobiles).

______(2)       the investor is a natural person whose individual gross income (excluding that of spouse)
exceeded $200,000 in each of the last two calendar years, and who reasonably expects individual gross
income exceeding $200,000 in the current calendar year; or for such periods, the combined income of the
investor with spouse exceeded and is expected to exceed $300,000.

______(3)       the investor is an employment benefit plan within the meaning of the Employment Retirement
Income Security Act of 1974 and either (A) the employee benefit plan has total assets in excess of $5,000,000,
or (B) if a self-directed plan, then the investment decisions are made solely by persons that qualify as
accredited investors as defined in (i) or (ii) above.

______(4)       the investor is a trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered whose purchase is directed by a sophisticated person as described
in Rule 506 (b)(2)(ii) under the Securities Act of 1933.

______(5)        the investor is an entity in which all the equity owners qualify as accredited investors.

______(6)       the investor is an organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of
acquiring the securities offered, with total assets in excess of $5,000,000.

______(7)          the investor is a bank as defined in section 3(a)(2) of the Act, or savings and loan association
or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary
capacity; a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; an
insurance company as defined in section 2(13) of the Act; an investment company registered under the
Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that
Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a
state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the
benefit of its employees, and such plan has total assets in excess of $5,000,000; an employee benefit plan
within the meaning of the Employee Retirement Income Security Act of 1974 and the investment decision is
made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan
                                                        27
association, insurance company, or registered investment adviser, or the employee benefit plan has total
assets in excess of $5,000,000 or, a self-directed plan, with investment decisions made solely by persons that
are accredited investors.

______(8)       The investor is a private business development company as defined in section 202(a)(22) of
the Investment Advisers Act of 1940.

        (c)     I and such other persons whom I have found it necessary or advisable to consult, have
sufficient knowledge and experience in business and financial matters to evaluate the risks of the investment
and to make an informed investment decision with respect thereto.

       (d)     I am fully aware of the risks of investing in a brokerage firm and I understand that the risks
may be substantially increased with regard to investing in GFS Investments, a firm which will be a
development stage enterprise.

        (e)      I have had the opportunity to ask questions of, and to receive answers from, the Company and
its representatives, with respect to the Company and the terms and conditions of the offering. My
representatives, if any, and I have been offered access to the books and records of the Company (i) relating to
my purchase of the securities and (ii) which were necessary to verify the accuracy of any information which
was furnished to me. All materials and information requested by either me or other persons representing me,
including any information requested to verify any information furnished, have been made available. I
acknowledge that I have received no representations or warranties from the Company, its employees or agents
in making this investment decision.

        (f)      I am aware that the purchase of the securities of the Company is a speculative investment
involving a high degree of risk and that there is no guarantee that I will realize any gain from my investment
and that I could lose the total amount of my investment.

         (g)     I understand that the Company is not a public corporation, that it has no plans to become a
public corporation and there are no registration rights relating to the securities of the Company. I understand
that the securities of the Company are being sold in reliance upon the exemption for private offerings
contained in Regulation D promulgated under the Act and the laws of such jurisdictions, based upon the fact
that this offering of securities will only be made to a limited number of accredited investors (as defined in
Regulation D). I am fully aware that the securities to be acquired by me are acquired in reliance upon such
exemptions based upon my representations, warranties and agreements. I am fully aware that I must bear the
economic risk of my investment herein for the period of time which is required by the Act because the
offering has not been registered under the Act and, therefore, the securities cannot be offered or sold unless
subsequently registered under the Act or an exemption from such registration is available. I understand that
no federal or state agency has passed upon or made any recommendation or endorsement of the securities.

        (h)             I am making the investment hereunder for my own account and not for the account of
                        others and for investment purposes only and not with a view to or for the transfer,
                        assignment, resale or distribution thereof, in whole or in part. I have no present plans
                        to enter into any such contract, undertaking, agreement or arrangement. I understand
                        that the statutory basis on which the securities of the Company are being sold to
                        others and me would not be available if my present intention were to hold the
                        securities of the Company for a fixed period or until the occurrence of a certain event.
                        I will not pledge, transfer or assign this Subscription Agreement.

                                                      28
         (i)      The transferability of the Shares of Series A Convertible Preferred Stock of GFS Investments
will be restricted under the Federal and state securities laws and will contain legends substantially as follows:

        “No sale, offer to sell or transfer of the Shares represented by this certificate shall be made
        unless a registration statement under the Federal Securities Act of 1933, as amended, with
        respect to such securities is then in effect or an exemption from the registration requirement of
        such Act is then in fact applicable to such transfer.”

         (j)      The undersigned (X) if an individual (i) is a citizen of the United States, and at least 21 years
of age, and (ii) is bona fide permanent resident of and is domiciled in the state set forth on the signature page
hereof and has no present intention of becoming a resident of any other state or jurisdiction, or (Y) if a
partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the state set
forth on the signature page hereof and has no present intention of changing its principal place of business or
its domicile to any other state or jurisdiction.

        (k)     The undersigned represents that the funds provided for this investment are either separate
property of the undersigned, community property over which the undersigned has the right of control, or are
otherwise funds as to which the undersigned has the sole right of management.

        (l)      FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the
undersigned is a partnership, corporation, trust or other entity, (i) the undersigned has enclosed with this
Subscription Agreement appropriate evidence of the authority of the individual executing this Subscription
Agreement to act on its behalf (i.e., if a trust, copy of the trust agreement; if a corporation, a certified
corporate resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a
copy of the partnership agreement), (ii) the undersigned represents and warrants that it was not organized for
the specific purpose of acquiring Securities of the Company, and (iii) the undersigned has the full power and
authority to execute this Subscription Agreement on behalf of such entity and to make the representations and
warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by
the governing board of such entity and is not prohibited by the governing documents of the entity.

        I understand the meaning and legal consequences of the foregoing representations and warranties,
which are true and correct as of the date hereof and will be true and correct as of the date that my purchase of
the Securities of the Company subscribed for herein has been accepted by the Company. Each such
representation and warranty shall survive such purchase.

        2.       Representations and Warranties of the Company.

                 The Company has been duly and validly incorporated and is validly existing and in good
standing as a corporation under the laws of the State of Georgia as GFS Investments, Inc. The Company has
all requisite power and authority, and all necessary authorizations, approvals and orders required as of the date
hereof to own properties and conduct its proposed business and to enter into this Subscription Agreement and
to be bound by the provisions and conditions hereof.

        3.      No Waiver. Except as otherwise specifically provided for hereunder, no party shall be
deemed to have waived any of his or its rights hereunder or under any other agreement, instrument or papers
signed by him or it with respect to the subject matter hereof unless such waiver is in writing and signed by the
party waiving said right. Except as otherwise specifically provided for hereunder, no delay or omission by
any party in exercising any right with respect to the subject matter hereof shall operate as a waiver of such
                                                        29
right or of any such other right. A waiver on any one occasion with respect to the subject matter hereof shall
not be construed as a bar to, or waiver of, any right or remedy on any future occasion. All rights and remedies
with respect to the subject matter hereof, whether evidenced hereby or by any other agreement, instrument, or
paper, will be cumulative, and may be exercised separately or concurrently.

         4.      Entire Agreement. The parties have not made any representations or warranties with respect
to the subject matter hereof not set forth herein. This Subscription Agreement, together with any instruments
executed simultaneously hereof, constitutes the entire agreement between the parties with respect to the
subject matter hereof. All understandings and agreements heretofore had between the parties with respect to
the subject matter hereof are merged in this Subscription Agreement, which fully and completely expresses
their agreement.

         5.      Changes. This Agreement may not be changed, modified, extended, terminated or discharged
orally, but only by an agreement in writing, which is signed by all of the parties to this Agreement.

       6.      Further Documents. The parties agree to execute any and all such other and further
instruments and documents, and to take any and all such further actions reasonably required to effectuate this
Agreement and the intent and purposes hereof.

        7.     Notices. All notices or other communications required or permitted hereunder shall be in
writing and shall be mailed by Registered or Certified Mail, Return Receipt Requested, postage prepaid, as
follows:

        To the Purchaser:                To the Address listed at the end of
                                         this Subscription Agreement

        To the Company:                  To the address specified on page 1
                                         Copy to:

                                         GFS Investments, Inc.
                                         55 W. 116th Street, Suite 176
                                         New York, NY 10026

or in each case to such other address as shall have last been furnished by like notice. If mailing by Registered
or Certified Mail is impossible due to an absence of postal service, notice shall be in writing and personally
delivered to the aforesaid address. Each notice or communication shall be deemed to have been given as of
the date so mailed or delivered, as the case may be.

         8.      Governing Law. This Agreement shall be construed and enforced in accordance with the
internal laws of the State of Georgia, without giving effect to the principles of conflicts of law.

         9.      Transferability. This Subscription Agreement shall be binding upon and inure to the benefit
of the parties hereto and their heirs, executors, administrators, personal representatives and successor. The
undersigned agrees not to transfer or assign this Subscription Agreement Series A Convertible Preferred Stock
to be issued by GFS Investments. Pursuant to the terms of this Subscription Agreement, the undersigned will
not be permitted to sell or otherwise transfer the aforementioned securities that the undersigned has purchased
from the Company without the consent of the Company, which consent can be unreasonably withheld and that
such securities without such consent may only be transferred under the laws of dissent and distribution,
subject to the transferee agreeing to be bound by the provisions of this Agreement. Further, any transfer of
                                                      30
the securities of the Company if consented to by the Company shall be made only in accordance with all
applicable federal and state laws.


       IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this ____ day
of _____________, 2003


                                                 Name (Please Print)


                                                 Signature

       Address to which information regarding this subscription should be mailed


                                                 Street Address


                                      City                   State          Zip

                                      (      )
                                                 Daytime Telephone Number


                                                 Social Security Number


ACCEPTED AND AGREED TO
THIS ____ DAY OF __________, 2003

GFS Investments, INC.

By:___________________________________
       Authorized Officer




                                                      31
                                              ACQUISITION AGREEMENT

         THIS NON-BINDING ACQUISITION AGREEMENT (the ―Agreement‖) is dated as of this 12th day of
 September 2003 between GFS Investments, Inc. (―GFS‖), with offices at 55 West 116th Street, Suite 176, New York, NY
 10026 and Fifth Avenue Acquisition II Corp. (―Fifth Avenue‖), with offices located at 445 Park Avenue, 9th Floor, New
 York, NY 10022.

                   WHEREAS, GFS and Fifth Avenue desire to enter into this non-binding Agreement pursuant to which
 Fifth Avenue and its principals, Thomas J. Craft, Jr., Richard Rubin and Ivo Heiden, agree to sell to GFS, and GFS agrees
 to acquire control of the issued and outstanding shares of Fifth Avenue, for consideration to be mutually agreed upon by
 the parties; and

                  WHEREAS, Fifth Avenue and its principals agree that as part of the consideration provided for herein
 Fifth Avenue and its principals will provide certain services including the preparation and filing of the necessary
 documents under the Exchange Act and the rules of the SEC in connection with the completed transaction between GFS
 and Fifth Avenue; and

                    WHEREAS, Fifth Avenue agrees that it shall work with GFS for the purpose of GFS becoming eligible
 for quotation on the NASDAQ OTC:BB.

          NOW THEREFORE, the parties agree as follows:

           1.      Consideration: This Agreement shall provide for a cash consideration to be determined and payable
 to Fifth Avenue and its principals, provided that the shares of GFS become eligible for trading on the NASDAQ OTC:BB.
 The consideration for the sale of control of the shares of Fifth Avenue to GFS, and for the services related to the
 preparation and filing under the Exchange Act of the Form 8-K and 8-K/A with the financial statements of GFS, at terms
 mutually agreeable to the parties.

 2.        Services of Fifth Avenue and Principals:
 (i)       Within fifteen days following the execution of a definitive agreement between GFS and Fifth Avenue at terms
 and conditions mutually agreeable, Fifth Avenue will prepare and file with the SEC the Form 8-K reporting the agreement
 of the parties to sell to GFS control of Fifth Avenue;
 (ii)      At the request of GFS, Fifth Avenue will prepare for GFS a private placement subscription agreement, with terms
 set forth by GFS, for use by GFS in private capital efforts of GFS with accredited investors;
 (iii)     At the request of GFS, Fifth Avenue will prepare and deliver to GFS draft consulting agreement between GFS
 and GFS consultants;
 (iv)      At the closing of an agreement pursuant to which GFS shall acquire control of Fifth Avenue, Fifth Avenue will
 execute and deliver such other agreements and documents in order for GFS to conclude the merger with Fifth Avenue and
 be the successor reporting company having shares eligible and subject to trading on the NASD OTC:BB.

 3.       Miscellaneous:

 a.       Entire Agreement:           This non-binding Agreement constitutes the entire agreement between the parties
 hereto with respect to the subject matter hereof. The parties expressly represent and warrant as follows:
                    1.       Fifth Avenue is authorized to enter into and fulfill the provisions under this Agreement; and the
principals of Fifth Avenue are authorized to provide the services set forth hereinabove.
                    2.       GFS has ratified and approved and is authorized to enter into and fulfill the provisions under
 this Agreement.

 b.     Amendment:          This Agreement may not be amended or modified in any respect, except by the mutual written
 agreement of the parties hereto.

 c.       Descriptive Headings:      The descriptive headings contained herein are for convenience only and shall not
 control or affect the meaning or construction of any provision of this Agreement.
                                                              32
d.       Counterparts:     This Agreement may be executed in any number of counterparts and by the separate parties
hereto in separate counterparts, each of which shall be deemed to be one and the same instrument.

e.        Notices: All notices required to be given under this Agreement shall be in writing, sent certified mail, return
receipt requested, postage prepaid, to the following addresses:

           If to GFS, then to:
                                          GFS Investments, Inc.
                                          55 West 116th Street, Suite 176
                                          New York, NY 10026

           If to Fifth Avenue, then to:
                                          Fifth Avenue Acquisition II Corp.
                                          Park Avenue, Suite 922
                                          New York, New York 10022

f.       Applicable Law: This non-binding Agreement shall be governed by and shall be construed, interpreted and
enforced in accordance with the laws of the State of Florida and any dispute arising hereunder shall be enforceable in
accordance the laws of the State of Florida, and venue shall rest in the 15 th Judicial Circuit in and for Palm Beach County,
Florida.

           IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written.

FIFTH AVENUE ACQUISITION II CORP.                          GFS INVESTMENTS, INC.


By: ______________________                                 By: __________________________
  Ivo Heiden, Vice President                                       Kevin Gray, President




                                                                 33
                                               Corporate Clients

Listed below is a sample of the current and prior types of corporations that GFS provides advisory services
for:

PlanetLink Communications, Inc. (PLKC), is in the business of reselling satellite-enabled Internet services and direct
television services. These products include EchoStar service (Satellite television) and Starband (High Speed Internet
Access). The cornerstone of the Company’s business strategy is the development of proprietary satellite-enabled products
based on Global Positioning System (GPS) personal tracking device technology, which will include personal tracking
devices, child safety devices and other satellite-enabled security systems that will be offered to consumers in the United
States.

CNH Holdings Company (CNHC), is a technology investment holding company that works with early-stage technology
companies, which have significant intellectual and marketing properties in the emerging IP Telephony, Convergence and
XML fields. The Company intends to assist young companies in high-growth markets by supporting their capital and
management needs.

Network Genomics, Inc. has developed technology to fingerprint and map out discrete application flows across a
network thereby providing a panoramic view into performance, security, and content anomalies. This conversation view
of application traffic and the new level of visibility it offers, improves by an order of magnitude the ability of
organizations to resolve problems, gather forensics, and manage service levels associated with today’s complex networks.
Network Genomics’ PerformanceDNA™ is a new framework for observing and capturing the behavior of applications and
users over a network infrastructure. This non-invasive technology augments existing management systems with a more
logical inside-out view of the infrastructure. Using NGI’s patent-pending fingerprinting technology, PerformanceDNA™
can view individual conversations end to end, even through firewalls and Network Address Translation (NAT). This
solution is easy to deploy and massively scalable to meet the needs of all types and sizes of organizations.
High Speed Video, Holding Corp., owns a patented breakthrough video communications process called "Callervision",
that provides real-time, two-way, TV-quality high-speed video through existing phone lines for audio and video
communications. This breakthrough product utilizes existing telephone lines to enable real-time, bi-directional
communication without costly changes to your company’s network infrastructure. Many businesses have been precluded
from using existing videoconferencing technologies because of limitations to their corporate network. Callervision
alleviates this problem by using standard telephone lines, unattached to a company’s private network. Callervision also
operates over any reliable digital transport such as DSL or fiber optic networks. Since DSL is the most cost effective
transport, we have implemented a DSL switching network for the nationwide deployment of Callervision. They have
contracts with the NFL and ESPN Networks.




                                                           34
            DIRECT ACCESS TRADING (DAT) DISTRIBUTION AGREEMENT

        This Agreement is entered into this __ day of ______, 2003 by and between GFS Investments,
Inc., located at 55 W. 116th Street, Suite 176, New York, NY (hereinafter referred to as ―GFS‖) and
_________________________ located at _______________________ (hereinafter referred to as
―Referrer‖).

                                          WITNESSETH

        WHEREAS, GFS is a firm that offers online trading, order routing, DAT trading software,
and internet brokerage services for clients and brokerage firms; and

      WHEREAS, Referrer is an Internet information company with an existing website and
customers or is an entity that has substantial resources in the financial services area; and

        WHEREAS, Referrer has requested and GFS desires to establish a relationship with each
other wherein Referrer will refer Prospective Customers to GFS for the purpose of evaluation and
qualification by GFS with the intent of GFS accepting them as Referred Customers, subject to the
terms and conditions set out below.

      NOW THEREFORE, in consideration of the mutual covenants and benefits set out herein,
GFS and Referrer hereby covenant and agree as follows:

1. For the purpose of this Agreement, the following definitions shall apply:

          a) ―Clearing Month‖ sha1l mean the period commencing two business days before the last
          business day of any calendar month, and ending on the third business day before the last
          business day of the next calendar month.

          b.) ―Order‖ shall mean any request or transmission to buy or sell securities or cancellation
          made by a Referred Customer for said Referred Customer's own account (irregardless
          whether the order is executed or not), which is determined to be a bona fide order and
          forwarded to the appropriate exchange for execution and shall specifically not include the
          separation or splitting of any larger order for direction to different market participants.

   c.) ―Prospective Customer‖ shall mean prospective DAT customers of GFS referred to GFS by
   Referrer.




                                                 35
   d.) ―Referred Customer‖ shall mean a Prospective Customer that, in GFS’s sole judgment has
   satisfied its prevailing account pre-qualification requirements as those requirements may be
   modified or amended by GFS from time to time.

2. Referrer will refer Prospective Customers to GFS for the purpose of evaluating and qualifying by
   GFS, in GFS’s sole judgment, to become GFS’s Referred Customer pursuant to GFS’s prevailing
   account pre-qualification requirements as those requirements may be modified or amended by
   GFS from time to time.

3. In consideration for Referrer referring Referred Customers to GFS, GFS shall pay to Referrer
   ________ per Order placed by Referred Customer through GFS in each Clearing Month (―Order
   Flow Fee‖). The Order Flow Fee shall not vary depending on the volume of shares traded or the
   value of the underlying securities included in the Order, nor will the amount of these fees vary
   depending upon whether a specific order results in an executed transaction. GFS and Referrer
   agree that these fees shall not constitute the payment or splitting of any commissions,
   concessions, or other sales related compensation by GFS to Referrer, nor shall Referrer assert any
   claim to any commission, concessions or other sales related compensation paid by any customer
   of GFS.

4. The Order Flow Fee will normally be paid within fifteenth days after the end of any Clearing
   Month, or within five days after receipt of the applicable monthly clearing report from GFS’
   Clearing firm, whichever is later. GFS shall pay Referrer Order Flow Fees from Referred
   Customers so long as Referred Customer remains a customer of GFS, or until one (1) calendar
   year after the termination of this Agreement as set forth herein, whichever occurs first. The
   payments of Order Flow Fees will cease to accrue at the date when a Referred Customer ceases to
   be a customer of GFS or at the one (1) calendar year anniversary of the termination of this
   Agreement, whichever occurs first.

5. Subject to the provisions set forth herein, this Agreement shall continue for a period of one (1)
   year from the date of this agreement. This agreement shall automatically be renewed for
   additional one-year periods, subject to any termination provisions. Either party may terminate this
   agreement by sixty (60) days written notice to the other party. Upon termination for SEC, NASD
   or other regulatory reasons, the access fees will cease as of the date of termination.

6. By virtue of this Agreement, the parties may have access to information that is confidential to one
   another ("Confidential Information"). Confidential Information shall include without limitation
   WEBS, know-how, processes, designs, future products and services, marketing plans, customer
   names, the terms and pricing under this Agreement, and all information clearly identified in
   writing at the time of disclosure as "confidential" or "proprietary.

7. The parties acknowledges that the confidential information provided to each other is the property
   and trade secrets of the originator of the information and each party covenants not to disclose,
   provide or otherwise make available any trade secrets, processes, proprietary data, information or
   documentation related thereto in any form to any person other than employees and attorneys of the
                                                 36
   relevant party. Each party will instruct its employees and attorneys who have access to the
   Confidential Information to keep the same confidential, by using the same care and discretion that
   each party uses with respect to its own confidential property and trade secrets. Upon termination
   of this Agreement for any reason, each party shall return to the other any and all Confidential
   Information in its possession.

8. In the event of any material breach of any material obligation, the non-breaching party shall give
   the breaching party written notice of such breach. If, after thirty (30) days from receipt of said
   notice, the breaching party has not cured said breach, then the non-breaching party shall have the
   right to immediately terminate this Agreement.

9. Neither party shall have liability for failure of any computer hardware, application software, or
   software that operates computer hardware, application software, or software which operates
   computer hardware. Neither party shall be liable for any loss resulting from a cause over which it
   does not have direct control, including but not limited to failure of electronic or mechanical
   equipment or communication lines, telephone or other interconnect problems, computer viruses,
   delays or interruptions.

10. This Agreement shall be governed by and construed in accordance with the laws of the State of
    Georgia, excluding its conflict of laws provisions. Any legal action or proceeding relating to or
    arising under this Agreement shall be instituted exclusively in a state court in Gwinnett County,
    Georgia. GFS and Referrer agree to submit to the jurisdiction of, and agree that venue is proper
    in, these courts in any such legal action or proceeding.

11. Neither party may assign or delegate any right or obligation under this Agreement without the
    prior written consent of the other, and any purported assignment or delegation shall be null and
    void. Subject to the foregoing, this Agreement shall insure to the benefit of the parties' successors
    and permitted assigns.

12. GFS and Referrer will comply with all laws, regulations, and rules applicable to the exercise of
    their rights and obligations under this Agreement. Prospective Customers becoming Referred
    Customers of GFS under this Agreement shall solely be the customers of GFS for DAT purposes.
    Referrer shall not knowingly, either solely or in concert with other parties, market to Referred
    Customers for the purpose of inducing them to terminate their DAT relationship with GFS. This
    provision shall survive the termination of this Agreement for one calendar year from the date of
    termination.

13. All notices, approvals, consents and other communications required or permitted under this
    Agreement will be in writing and delivered by confirmed facsimile transmission, by courier or
    overnight delivery service with written verification of receipt, or by registered or certified mail,
    return receipt requested, postage prepaid, and in each instance will be deemed given upon receipt.
    All such notices, approvals, consents and other communications will be sent to the addresses set
    forth above or to such other address as may be specified by either party to the other in accordance
    with this Section.

                                                   37
14. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its
    obligations hereunder (except for the payment of money) on account of strikes, shortages, riots,
    insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor
    conditions, earthquakes, delay by suppliers, material shortages, or any other cause beyond the
    reasonable control of such party.

15. In the event any provision of this Agreement is held to be invalid or unenforceable by a court of
    competent jurisdiction, that provision will be enforced to the maximum extent permissible and the
    remaining provisions of this Agreement will remain in full force and effect.

16. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver
    of any other or subsequent default or breach.

17. The parties to this Agreement are independent contractors. Nothing in this Agreement shall be
    construed to create a partnership, joint venture, franchise, or agency relationship between the
    parties. Neither party shall have the power to obligate nor bind the other in any way in any
    manner. GFS and Referrer shall maintain strict and total separation of their respective businesses
    and Referrer shall not engage in DAT services.

18. This Agreement, together with its exhibits, constitutes the complete agreement between the
    parties and supersedes all prior or contemporaneous agreements or representations, written or
    oral, concerning its subject matter. This Agreement may not be modified or amended, or any
    rights under it waived, except in writing signed by a duly authorized representative of each party.
    No other act, document, usage or custom shall be deemed to amend or modify this Agreement.

19. This Agreement may be executed in two or more counterparts, each of which shall be considered
    an original, but all of which together shall constitute one and the same instrument.


 In Witness Whereof, this Agreement was executed this ___ day of ______, 2003.

GFS Investments, Inc.                                       Referrer:

By: ____________________                                    By_________________
Name__________________                                      Name_______________
Title___________________                                    Title________________




                                                  38
                                                     Executive Summary

GFS Investments, Inc ("the Company") was incorporated in July 1997 as a financial services holding corporation
specifically designed for the acquisition of investment services facilities. In late 1997, the Company established
its first Barron Chase Securities franchise office in Georgia. The primary function of this franchise was to capture
the retail investment commission dollars from the purchase and sell of Investment Securities for the Companies
clients. In 1998, the company established itself as a Mortgage Brokerage with the opening of GFS Mortgage in
Duluth Georgia. This division was designed to facilitate the lending process for domestic and commercial
borrowers. In 1999, the Company established a franchise office of RJ Steichen & Co., a seventy year old
Minneapolis Minnesota base brokerage firm, in Atlanta Georgia. The Company, while continuing to focus on the
retail aspect as a core until divesting the franchises in late 2000, moved into the business of offering corporate
finance advisory services in the areas of Business Development, Mergers and Acquisitions, Business Valuation,
Cost Reduction, and Strategy Development and Execution. We utilized our partnerships to provide company’s
access to major Investment Banking Firms, Venture Capital, PR Firms, Accounting & Legal Professionals, and
Private Investors while customizing its Business Model. We advised on Going Public by Reverse Merger and
Public Shell Acquisitions and acquired funding for small to midsize companies which had the intent on going to
the Public markets. The Company was involved in providing funding and for publicly traded REIT such as
Wellington Properties, OTC listing for PlanetLink Communications, and merger consultations for in a variety of
industries. GFS currently looks to maintain a core business of marketing a Direct Access Trading Platform to
international clients, institutions, and day traders for transactions in the US markets. Direct Access Technology
provides increased control over trading. Improving the speed at which you can execute a trade is sometimes the
difference between a gain and a loss in fast moving markets. GFS has been offered an execution agreement with
Global Trading Group, Inc. to act as its execution agent on a fully disclosed basis. Global Trading Group, Inc.
(―Global‖) is a Securities Brokerage and Investment Banking firm with a strong expertise in growth companies,
special situation investments, private placements, risk management, and option strategies. GFS Investments
intends to utilize this partnership to market its Direct Access Trading Platform (―DAT‖) to international clients,
institutions, hedge funds, and day traders for transactions in the US markets. GFS will also be involved in real-
estate development, provide reverse merger services, and direct companies to Global for principal trading and
market making.

The Company expects to generate substantial returns for its investors by expanding its business and developing a
reliable recurring revenue base. At the present time, the Company is aggressively seeking additional funding
which will be used to expand its marketing efforts, complete acquisitions with strategic partners, and become a
publicly traded company.

Operations of GFS Investments

Market Connectivity (Direct Access Trading Platforms)
GFS plans to implement Direct Access execution arrangements with International B/D’s and Traders with our licensed Trading
Platform Software. With direct links to ECN’s and listed exchanges, GFS provides traders with choices in routing orders to the
markets. Traders can not only see the inside markets, but get a feel for what is being offered and who is offering what, all in
real-time. Once price discovery is made, they can execute orders directly with NYSE, NASDAQ, AMEX & major ECN's
ensuring faster execution and confirmation. Traditional online brokers re-route their client's order to market makers and in turn
market makers pays the broker a Payment-For-Order flow, resulting in higher spreads for the client (i.e., charging an additional
                                                              39
1/8 or 1/16 to fill an order). With this kind of arrangement, an investor almost never knows when a trade might actually take
place. International clients can gain access to U.S. trading at low commission rates of $ 11.95 per Trade.

Our licensed software products give the active trader various direct execution methods on the US equity and option exchanges,
extended hours trading, as well as complete customization privileges and tremendous analytical tools:

GFS Silver, our Level I, browser based trading platform is available to you at the low cost of $10.95 per trade*. With market
data, free-real time quotes, account history, portfolio watch lists (with one click trading), company news, charting, and real
time balances, you'll have all you need to succeed. But the real benefit is that you get all of this WITH a dedicated, personal
broker to assist you along the way. There is a dedicated technology staff that stands by ready to help. If a client is just starting
out, seeing how the market works. They have been trading with their broker for years. All they want is to self-direct some of
their investments. They want to be able to quickly react to changes in the market. This is the right platform to help put their
money to work.

GFS Gold, our Level 1.5, trading platform is the technological evolution mid-level clients need. It's not browser-based,
providing extremely fast point-and-click order entry. Clients have a real-time ticker, ECN market information, Trailing Stops
(you can make your stop loss orders follow changes in the market automatically and they're not market held, so no one sees
your order until its ready to fill), smart order routing, visual alerts and charts galore. This is used when a client has outgrown
their online broker and trading volume is increasing as their knowledge grows and they know how the market works and need
to see more information so they can put that knowledge to work.

GFS Platinum is the ultimate trading tool. It offers all the benefits of the other packages with Level II and additional ECN's.
Optimal for Daytrading firms, Broker/Dealer trading desks, Institutional Order-flow, Hedge Funds, and International clients
conducting transactions in US markets. At a cost that cuts your operational expenses dramatically.

MARKET OPPORTUNITY
Tower Group estimates trades through direct access channels represent roughly 19% of NASDAQ and NYSE
trade volumes. North America itself has around 150,000 active individual traders using direct access trading
technologies. As ECN’s are used in the majority of direct access trades, shifts in market structures over the past
few years, particularly in the over-the-counter markets, have been at least partially driven by day-traders using
direct access technology. Between 30%-40% of ECN volume originates from day-traders using direct access. The
institutional and foreign markets offer considerable potential for further growth. Currently, the penetration of
direct access in the institutional trading market is considerable with the hedge fund community and the sell-side
trading firms.

Competitive Advantages
GFS Investments trading platforms translates into three major competitive advantages: cost, quality and ease of use.
                     COST.             The Company’s Service provides a cost advantage over existing systems –
                                       both hardware and usage fees cost less than competing systems. Traditional
                                       online brokers re-route their client's order to market makers and in turn
                                       market makers pays the broker a Payment-For-Order flow, resulting in higher
                                       spreads for the client (i.e., charging an additional 1/8 or 1/16 to fill an order).
                                       With this kind of arrangement, an investor almost never knows when a trade
                                       might actually take place. Through GFS, International clients can gain access
                                       to U.S. trading at low commission rates of $ 11.95 per Trade.

                     QUALITY.          Direct Access Technology is not just for professionals. GFS provides you
                                       with speed to execute trades and receive confirmations. Trades can execute in
                                       less than a second while confirmations and buying power update in real time
                                       to keep you informed of your progress. Improving the speed at which you can
                                       execute a trade is sometimes the difference between a gain and a loss in fast
                                                                40
                                   moving markets. We private label the trading software, management
                                   information systems and trader resources to your look and feel - thus helping
                                   you to maintain your brand identity.
                 EASE OF USE. GFS Investments provides state of the art trading solutions at your fingertips.
                              The trader has full customization capabilities in 2 of our three software
                              products. Our current software products give the active trader various direct
                              execution methods on the US equity and option exchanges, extended hours
                              trading, as well as complete customization privileges and tremendous
                              analytical tools.

These advantages will allow GFS to spur both rapid acceptance and greater penetration into the Direct Access market.
Moreover, the characteristics of GFS’s approach will also foster new applications that could trigger still faster market
expansion and broader acceptance of Direct Access itself.

Market Strategy
Responding to growing demands of cross-border investors for low-cost and seamless trade execution, GFS is
developing a global alliance of distinguished firms. GFS has strategic international partners which facilitate
the marketing of its DAT platform in Canada, Europe, and the Far East. We plan to continue to use our
Referral Agreement program to add international sales consultants to expand into markets. Every consultant
receives a percentage of every transaction from sources of revenues that their primary efforts have established.
By establishing a list of premier partners and software representatives in North America, Europe, Asia and
Latin America, sophisticated trading platforms, a widespread online presence and a global alliance network,
GFS can penetrate the global marketplace through its marketing channels. Together, these channels enable
GFS to place its next generation, end-to-end trading platform on the desktops of users throughout the world
with minimal marketing expenses and no software development costs. Additionally, these strategic alliances
allow GFS to:

• Leverage the existing client base, brand recognition and reputation of partners;
• Provide a gateway to global markets;
• Maximize revenue opportunities in multiple markets;
• Provide investors with seamless access to U.S. equities, futures and options through locally based brokerage
firms;
• Minimize marketing outlay and attract new users of GFS platforms at low acquisition costs;
• Adjust quickly to changing market conditions;
• Overcome psychological and language barriers by providing investors with access to local investment
dealers.

Adapting to the changing marketplace, GFS has identified an innovative solution to the needs of active traders
around the globe and plans to uniquely establish itself as an international provider of direct-access trading
software and services. By leveraging its global network, strategic alliances and acquisitions, GFS plans to
strategically position itself to meet the needs of active traders, both domestically and internationally.

Securities Brokerage Services


                                                          41
To support the services provided to corporate, individual, and institutional clients, transactions will be
effected through Global in equity and debt securities both as principal and agent, including trading for our
own account and making markets.

Principal Transactions
GFS Investments, through Global, intends to act as both principal and agent in executing trades in over-the-
counter equity securities. When transactions are executed by GFS Investments on a principal basis, GFS
Investments receives, in lieu of commissions, mark-ups or markdowns which constitute revenues from
principal transactions. All GFS principal transactions will be based on its portfolio of securities which it
maintains as inventories of over-the counter securities to facilitate sales to customers and other dealers.

The level of positions carried in GFS Investments’ trading accounts may fluctuate significantly. The size of
the securities positions on any one date may not be representative of GFS Investments exposure on any other
date because the securities positions vary substantially depending upon economic and market conditions, the
allocation of capital among types of inventories, underwriting commitments, customer demands and trading
volume.

GFS Investments intends to normally have Global make a market, in effect maintaining firm bid and offer
prices, in common stocks which are traded on the NASD's Automated Quotation System; especially those
companies that have been facilitated by the underwriting efforts of GFS. The amount of stocks that Global
will make a market in at any one time will fluctuate and they are required to seek permission of its local
NASD district office and obtain consent prior to making a market in equity securities.

Agency Business
In addition to executing trades as a principal, GFS Investments will act on an agency basis in securities
transactions for individual and institutional investors. Such transactions generate securities commission
revenues. Commissions are charged on both exchange and over-the-counter agency transactions for
individual customers in accordance with a schedule, which GFS Investments has formulated, which may
change from time to time. In certain cases, discounts from the schedule may be granted to customers. GFS
Investments’ securities commissions primarily result from executing transactions in listed and over-the-
counter stocks and bonds through its DAT platform. We can execute order flow for pennies on the dollar for
institutional clients.

       Executing Broker on US Equities and Options Markets
       DVP
       Prime Brokerage
             settlement services
               securities lending
               an array of reporting options, including customized reports and data extracts
               financing services
               foreign currency settlement capacity
               web-based daily account information
               notification of corporate actions
               dividend collection and payment

                                                       42
               personalized service for each Prime Brokerage account
       Sub-accounting
       Custodial Services, etc.
GFS utilizes its Direct Access Platform with Order Routing features to offer a host of services catered to its
institutional clients. It provides access to multiple venues for trading such as ECN’s and Market Makers, and
includes sophisticated features of Alerts and Basket trading. Such tools facilitate fast and better execution of
complex and sensitive large block equity transactions. GFS also provides access to the depth of liquidity pools
by giving access to ECN Books. Advanced charting tools also help clients make better trading decisions.

For a non-US broker dealer looking for execution services on the US markets, customers will find the best
overall solution. We offer:
       Omnibus Accounts
       DVP Accounts
       Level II with integrated order execution to the NASDAQ, NYSE, AMEX and ECN's
       Level 1.5 with Smart Order Routing to ECN's
       Level I online portfolio accounts
       Compliance, clearing and management information services
       Executing Broker on US Equities and Options Markets
       DVP
       Prime Brokerage
       Custodial Services, etc.

We private label the trading software, management information systems and trader resources to the client look
and feel - thus helping them to maintain their brand identity.
Execution Arrangements and Customer Credit
GFS Investments does not intend to maintain its own customer accounts or provide customer credit. GFS
Investments intends to utilize Global Trading Group, Inc. to act as its execution agent on a fully disclosed
basis. GFS Investments’ execution agent, on a fee basis, will process all securities transactions and maintain
the accounts of its customers. Customer accounts will be protected through the Securities Investor Protection
Corporation for up to $500,000, of which coverage for cash balances is limited to $100,000. The services of
the execution agent include billing, credit control, receipt, and custody and delivery of securities. The
execution agent provides operational support necessary to process, record, and maintain securities transactions
for GFS Investments’ brokerage and distribution activities. The execution agent provides these services to
GFS Investments and its customers at a total cost which is less than it would cost GFS Investments to process
such transactions on its own. The execution firm lends funds to GFS Investments’ customers through the use
of margin credit. These loans are made to customers on a secured basis, with the execution firm maintaining
collateral in the form of saleable securities, cash or cash equivalents.

Investment Banking Services
General
It is anticipated that GFS Investments and its investors should generate substantial profits from companies that
it consults as they participate in public offerings of securities, reverse mergers, private offerings of securities
pursuant to Regulation D of the Securities Act and engage in other corporate finance type transactions.

                                                        43
Underwriting
GFS Investments has a focus is on small to medium sized companies with revenues from $1 to $30 million.
GFS has an existing client base of private and public companies with that it provides corporate advisory
services to that will in the future engage in underwriting activities, including public offerings of equity and/or
debt securities. Many of these offerings will be conducted through a syndicate of investment banking firms
with Global managing or participating in the offering. Underwriting syndicates agree to purchase securities at
a discount from the initial public offering price. From this, GFS will generate fees and substantial amounts of
equity for its investors (―Distributable Shares‖) and the Company.

Regulation D Offering
GFS Investments will receive revenue when its execution agent engages in the sale of securities pursuant to
Regulation D of the Securities Act, both as placement agent and as a participating broker/dealer in offerings,
which other broker/dealers firms act as placement agent.

Corporate Finance
In addition to its underwriting and Regulation D sales of securities, it is anticipated that GFS Investments will
continue to generate fees by providing advice to corporate clients on a wide range of financial matters,
including mergers and acquisitions, divestitures, private placements, bridge financings, financial planning and
corporate reorganizations and recapitalizations.

Clearing Firm
GFS Investments does not intend to maintain its own customer accounts or provide customer credit. GFS Investments
intends to utilize Global Trading Group, Inc., which clears on a fully disclosed basis with First Southwest Company
founded in 1946, to act as its execution agent. GFS Investments’ execution agent, on a fee basis, will process all securities
transactions and maintain the accounts of its customers. GFS Investments’ execution firm clears and carries on a
fully disclosed basis, all of the Company's customer margin and cash accounts, and all of its proprietary
accounts. The term fully disclosed means that the execution firm maintains the customer accounts, i.e. it
holds the customer funds and securities', issues account statements, executes customer trades on the
exchanges in which it is a member, receives and safeguards funds and securities and handles the regulation of
credit extension, confirmations and preparation of monthly account statements. Customers making payment
for their trades issue checks payable to the execution firm. Most clearing agreements with clearing firms
provide for certain events of default and various terms and conditions. One of such requirements is that the
broker/dealer clearing through it must maintain minimum deposits in cash and securities. For example, the
many clearing agents would require the Company to maintain a minimum deposit in cash and securities of
$100,000 and must maintain net capital of at least $100,000. Nevertheless, the NASD requires a minimum net
capital in excess of $100,000 in order for Global to make any markets.

Regulatory Matters
GFS Investments will not be subject to most SRO regulations because we do not intend to register as a
Broker-Dealer with the SEC as a member of the NASD. Our agreement with Global, which is a registered
Broker-Dealer, is on an independent consultancy level.


MANAGEMENT

Christopher D. Donaldson joined GFS in 2000 as Vice Pres. of Business Development. Mr. Donaldson studied Business
at Upper Iowa University and has extensive experience in the Financial Services Industry including being licensed Series
7, 24, 63. He has over thirteen years of managerial experience and received training from industry leaders such as
Prudential Insurance Company of America and Paine Webber Securities, Inc. He gained a vast knowledge of Estate
                                                          44
Planning as a Registered Rep with Prudential Insurance Co. and in 1995 obtained his general securities licenses and
entered into portfolio management. In 1998 until 2000 Mr. Donaldson was the assistant managing principal and director of
recruiting and training for GFS’ Retail Securities Franchise (RJ Steichen) and was responsible for the day-to-day
operations of the branch office.

Nehru Chomatil, Director of Trading, formerly an equity trader at Scottsdale Securities. He is licensed Series 7, 24, 55
and 63. Mr. Chomatil has averaged a 40% return on investment per month from June 1997 to April 1999. Mr. Chomatil
was Branch manager/trader for National Capital. At National Capital Mr. Chomatil was responsible for the day-to-day
operations of the branch office, supervision of as many as 8 traders, and an equity trader himself, he Beta tested the firms
proprietary electronic communications network (ECN) before its release to the public. He also taught day trading to
individual investors.

Jason Green, Vice President of International Affairs, has a BS degree from Johnson C. Smith University. Mr. Green was a
former Series 7 & 63 licensed investment broker for eight years with firms such as RAF Financial, Barron Chase Securities
and RJ Steichen & Co. He has managed accounts for high net worth individuals. The last two years of his career has been
spent in Asia, working in sales and trading with international clientele, on markets such as the Nikkei, Hang Seng and the
SET. His tasks also included maintain a staff for administrative, back office and compliance duties.

Bradley O. Walton, Senior Software Developer, an experienced Information Technology individual with strong
programming, Internet and Client-Server skills. Has worked with major technology companies including Bellsouth,
Nextel-Billing Systems, TransNexus, and Nomura Securities in Tokyo as a senior software developer where he designed,
developed, and implemented cryptographic functions and procedures for the secured transmission of data through various
network protocols. Also, has worked with Sapient Consulting Group and Sema Group Telecoms.

Kevin Gray, President and founder of GFS Investments, Inc., a Financial Services holding corporation specializing in
acquiring and managing privately held companies that provide financial services. Holdings included 2 Investment Banking
franchises, Mortgage Brokerage, Registered Investment Advisory, and Direct Access Trading software platforms. Mr.
Gray is instrumental in creating entities and managing workforce. He was Managing Principal of the offices of Barron
Chase Securities and RJ Steichen franchises. Responsible for the hiring of management positions, budgeting office
expenses, payroll, analysis of debt and equity portfolios for suitability, and all functions of operating and Investment
Banking facility. Instrumental in locating companies in need of investment banking services such as Private Placements,
Equity and Debt offerings and Restructuring. As consultant to private and public companies, have engaged in business
development, structuring of mergers, PIPE funding, Business Valuation, Cost Reduction, and Strategy Development and
Execution. Mr. Gray has established and managed relationships with Investment Banking Firms, Venture Capitalist, PR
Firms, Accounting & Legal Professionals, and Private Investors. He has conducted Mergers with corporations to provide
them with listing on the NASDAQ OTC markets and structured borrowing facilities on equity securities.

USE OF PROCEEDS

The net proceeds of this Offering, estimated at $3,000,000 will be utilized for:

           Legal and Accounting (1)                    $    200,000
           Acquisitions (2)                   $ 1,000,000
           Marketing                                   $    150,000
           Distribution Channel (3)                    $    500,000
           Licensing and Deposits (4)                  $    250,000
           Working Capital                             $    900,000

           Total                                       $ 3,000,000




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TRANSACTION SUMMARY
Financing: $3.0 million. For each $100 thousand principal amount invested, an investor will receive $7,000
per annum in cash dividends plus 1% of the equity received from investment banking functions; which we
estimate could add an additional 5-10% to their investment. The Series A Convertible Preferred interest is
convertible into 100,000 common shares for each 10,000 share unit. The offering price for the shares of Series A
Convertible Preferred interest has been established based on the investor receiving a 66.66% discount in the anticipated
opening bid price after conversion and completion of acquisition of Fifth Avenue II to gain listing on the OTC:BB (see
―Merger Agreement‖). In addition, investors will have the first right-of-refusal to invest (founders stock) in all
transactions that the Company participates in for a minimum period of three years. The Series ―A‖
Convertible Preferred interest has a liquidation preference of $12 per share.

Corporate Offices:
55 116th Street                             1630 Pleasant Hill Rd
Suite 176                                   Suite 180334
New York, NY 10026                          Duluth, GA 30096
Tel: 914-830-4909                           Tel: 770-935-0187
Fax: 866-568-4935
                             Funding Response: funding@gfsinvestmentsonline.com
                                            www.gfsinvestmentsonline.com




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