RISK FACTORS

Before you invest in our common stock, you should be aware that there are risks, as described below. You should carefully consider these risk factors together with all of the other information included in this prospectus before you decide to purchase shares of our common stock. Any of the following risks could adversely affect our business, financial condition and results of operations. We have incurred substantial losses from inception while realizing limited revenues and we may never generate substantial revenues or be profitable in the future.

Risks Related To the Company

(1) We Have Incurred Substantial Losses from Inception While Realizing Limited Revenues and We Have No Current Revenue Sources and May Never Generate Substantial Revenues or Be Profitable in the Future .

For each fiscal year since our inception in May 2000, we have generated net losses. We have an accumulated deficit of over $77,000 as of July 31, 2002. We are in our development stage of operations and have historically generated limited revenues. We currently have no operational location and we can provide no assurances that our future operations will generate substantial revenues or be profitable in the future. Our lack of current revenue and store operations are due directly to our inability to raise capital.

(2) We Are Dependent on Key Personnel with No Assurance That They Will Remain with the Company: Losing Key Personnel Could Mean Losing Key Business Relationships Necessary to Our Success .

The success of the Corporation will depend to a great extent on retaining the continued services of our President/Treasurer, Diane J. Harrison, as well as hiring and training additional employees. There is no assurance that Ms. Harrison will remain with the corporation due to the lack of an employment contract. If we lose our key personnel, our business may suffer. We depend substantially on the continued services and performance of Ms. Harrison and, in particular, her contacts and relationships, especially within the hotel/casino industry. Ms. Harrison is currently our sole Director. (See "Directors, Executive Officers, Promoters and Control Persons.")

(3) If We Are Unable to Compete Effectively with Our Competitors, We Will Not Be Able to Increase Revenues or Generate Profits .

The market for business center services and products is intensely competitive. We have limited operating history in business services. Our test period and losses showed the difficulty of penetrating Las Vegas for market share. Gaining customers will be difficult due to our competitors. We may not be able to compete due to a lack of volume incentives given by commercial shipping companies.

Our ability to increase revenues and generate profitability is directly related to our ability to compete with our competitors. We face competition in our market from competing technologies and direct competition from additional companies that may enter this market with greater financial, marketing and distribution resources than us. These greater resources could permit our competitors to implement extensive advertising and promotional programs, which we may not be able to match. We can provide no assurances that we will be able to compete successfully in the future.

There are no key natural resources critical to our operation, only key human resources. (See "(2) We Are Dependent on Key Personnel with No Assurance That They Will Remain with the Company" above.) There are critical relationships with commercial carriers, UPS, FedEx, D.H.L., and Airborne, that must be developed, and any interruption in these relationships could have a significant effect on our ability to compete effectively.

(4) If We Raise Only a Nominal or Limited Amount of Capital, We Will Not Be Able to Fully Implement Our Business Plan, Which May Result in Reduced Profitability .

In the event we raise only a limited or nominal amount of capital, our operations could be adversely affected. By raising a limited amount of capital we may not be able to fully implement our business plan in a manner that will maximize profits. Our ability to purchase equipment, lease store space, hire personnel, and purchase inventory will be limited, thereby reducing our profitability.

Business insurance and workers compensation insurance must be purchased. Working capital for daily operations is also necessary. Capital will be needed for further expansion, to meet competitive pressures, or to respond to unanticipated requirements. Without raising additional capital we may not be able to continue operations.

(5) We May Not Be Able to Fully Implement Our Business Plan Due to Our Lack of Operational Experience .

We are a development stage company with a limited operational history. We completed our initial one year of operations on June 30, 2002. While the development of policies, procedures and operational methods have been completed, full implementation is not. We must raise capital, acquire property and other operating assets, and develop markets. We must train personnel, establish more sources of supply, and develop a research and development program.

In the development stage, our ability to increase revenues is dependent upon our development of additional locations and our negotiating competitive agreements with commercial shipping providers yielding greater discounts on shipping. We can provide no assurance that we will successfully obtain a significant market share or enter into agreements with commercial shippers resulting in economical shipping costs for our customers.

As a development stage company, we expect to utilize the funds received from the sale of these securities to expand sales. In the event that we achieve a rapid expansion of sales, such expansion could place significant strain on our management, operations and personnel. To manage the expected growth, we must expand and improve our existing management, operating, and financing systems. If we fail to expand and improve these systems in a timely manner, this failure could have a material adverse effect on our operations.

(6) Our Auditors Are Not Licensed to Practice in the State of Nevada., Our State of Incorporation .

Our auditors are licensed to practice in the State of Florida but are not licensed to practice in the State of Nevada. Thus, reliance on the information contained in the audited financials should be carefully considered in conjunction with the other information contained in this prospectus.

Risks Related To This Offering

(7) As There Is No Public Market for Our Shares, and No Assurance of a Public Trading Market Developing, Purchasers of Our Stock May Not Be Able to Sell Our Stock at a Profit .

Purchasers of these shares are at risk of no liquidity for their investment. Prior to this offering, there has been no established trading market for our securities, and there is no assurance that a regular trading market for the securities will develop after completion of this offering. If a trading market does develop for the securities offered hereby, there is no assurance that it will be sustained. We plan to list the common stock for trading on the OTC Electronic Bulletin Board. Such application will be filed with the NASD. We can provide no assurance that such listing will be obtained or that an established market for our common stock will be developed.

(8) Due to the Possibility of Highly Volatile Stock Price, Purchasers of Our Common Stock May Have to Sell the Stock at a Loss .

Should a market develop for our shares, the trading price of the common stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as actual or anticipated variations in quarterly operating results, announcements of technological innovations, new sales formats, or new services by us or our competitors, changes in financial estimates by securities analysts, conditions or trends in Internet or traditional retail markets, changes in the market valuations of other business service providers or private pack/ship centers offering limited business services, announcements by our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments, additions or departures of key personnel, sales of common stock and other events or factors, many of which are beyond our control. In addition, the stock market in general, and the market for business center services in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. These broad market and industry factors may materially adversely affect the market price of the common stock, regardless of our operating performance.

Consequently, future announcements concerning us or our competitors, litigation, or public concerns as to the commercial value of one or more of our products or services may cause the market price of our common stock to fluctuate substantially for reasons which may be unrelated to operating results. These fluctuations, as well as general economic, political and market conditions, may have a material adverse effect on the market price of our common stock.

(9) Because it May Be Difficult to Effect a Change in Control of M.C.F.T.Y. National Without Current Management Consent, Management May Be Entrenched Even Though Stockholders May Believe Other Management May Be Better and a Potential Suitor Who May Be Willing to Pay a Premium to Acquire Us May Not Attempt to Do So.

Diane J. Harrison, President and Treasurer, holds approximately 84% of our outstanding voting stock. Such concentration of ownership may have the effect of delaying, deferring or preventing a change in control of us and entrenching current management even though stockholders may believe other management may be better. Potential suitors who otherwise might be willing to pay a premium to acquire us may decide not to acquire us because it may be difficult to effect a change in control of us without current management's consent. Ms. Harrison has the ability to control the outcome on all matters requiring stockholder approval, including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets, and the ability to control our management and affairs. (See "Directors, Executive Officers, Promoters and Control Persons" and "Security Ownership of Certain Beneficial Owners and Management.")

(10) Since We Are Selling up to 10,000,000 Shares of Our Common Stock on a Self-underwritten, "Best Efforts" Basis, Purchasers, If Any, Will Not Have the Benefit of an Underwriter's Due Diligence .

We are selling up to a maximum of 10,000,000 shares of our common stock on a self-underwritten, "best efforts" basis. As a result, purchasers of our common stock will not have the benefit of an underwriter's due diligence, whose task is, among others, to confirm the accuracy of the disclosures made in the prospectus.

We are less likely to sell the shares we are offering on a self-underwritten, "best efforts" basis than if we were selling the shares through an underwriter.

By selling our stock on a self-underwritten, "best efforts" basis, we will not be able to utilize the services of an underwriter to offer or sell our securities for us in connection with this offering. We will undertake our own best efforts to market and sell the securities to the public. We have not set a minimum with respect to the amount of our securities that we intend to sell. Even if a purchaser buys shares of our common stock, we may not be able to sell any other additional shares proposed for sale pursuant to this offering. If we do not raise a sufficient amount of funds through this offering, we may not be able to adequately contribute proceeds to the research and development of our business centers, and we may not be able to successfully proceed with our plan of operations. This may cause significant losses and our stockholders may lose all or a substantial portion of their investment. (See "Plan of Distribution.")

(11) "Penny Stock" Regulations Might in the Future Adversely Affect the Resale of Common Stock .

The SEC has adopted penny stock regulations which apply to securities traded over-the- counter. These regulations generally define penny stock to be any equity security that has a market price of less than $5.00 per share or an equity security of an issuer with net tangible assets of less than $5,000,000 as indicated in audited financial statements, if the corporation has been in continuous operations for less than three years. Subject to certain limited exceptions, the rules for any transaction involving a penny stock require the delivery, prior to the transaction, of a risk disclosure document prepared by the SEC that contains certain information describing the nature and level of risk associated with investments in the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Monthly account statements must be sent by the broker-dealer disclosing the estimated market value of each penny stock held in the account or indicating that the estimated market value cannot be determined because of the unavailability of firm quotes. In addition, the rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and institutional accredited investors (generally institutions with assets in excess of $5,000,000). These practices require that, prior to the purchase, the broker-dealer determined that transactions in penny stocks were suitable for the purchaser and obtained the purchaser's written consent to the transaction. If a market for our common stock does develop and our shares trade below $5.00 per share, it will be a penny stock. Consequently, the penny stock rules will likely restrict the ability of broker-dealers to sell our shares and will likely affect the ability of purchasers in the offering to sell our shares in the secondary market.

(12) The Possible Sales of Shares of Common Stock by Our Selling Security Holders May Have a Significant Adverse Effect on the Market Price of Our Common Stock, Should a Market Develop.

The 3,127,129 shares of common stock owned by the selling security holders will be registered by the Registration Statement of which this prospectus is a part. The selling security holders, except for our President, Ms. Diane J. Harrison, may sell some or all of their shares immediately after they are registered and some (those shareholders not affiliated with us) may sell their shares at prices lower than the registered price.

Our ability to raise additional capital through the sale of our stock may be harmed by competing re-sales of our common stock by the selling security holders. The price of our common stock could fall if the selling security holders sell substantial amounts of our common stock. These sales may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate because the selling security holders may offer to sell their shares of common stock to potential investors for less than we do. Moreover, potential investors may not be interested in purchasing shares of our common stock if the selling security holders are selling their shares of common stock. Management recognizes that this risk of reduced market price due to re-sales of our common stock exists and, nonetheless, remains committed to seek quotation for the stock.

(13) If Our Competitors Develop Substantially Equivalent Proprietary Information or Otherwise Obtain Access to Our Know-how or Violate Our Rights, Our Market Advantage Would Be Diminished Resulting in Loss of Business and Reduced Stock Prices .

We regard the protection of our proprietary information as critical to our future success. If our competitors develop substantially equivalent proprietary information or otherwise obtain access to our know-how or violate our rights, it could materially and adversely affect our business. Without the advantage of our unique position in the business market, other businesses could attract customers away from us, resulting in reduced profits and stock prices.