I am offering one (1) share of common friendship. There is no public market for this friendship, and none is expected to develop. The offering price is $0.00 per share.

Investing in this friendship involves risks. See "Risk Factors."

The following summary is qualified in its entirety by the more detailed information appearing elsewhere on this page.

Jeffrey Alan McKinnie (the "Issuer") was organized under the laws of the State of North Carolina in 1972. Principal offices: Charlotte. The Issuer is 27 and is a credit analyst at a bank.

You should consider the following factors carefully before investing any of your time.

I snore. Former roommates have described the condition as material. Management has purchased the nasal strips. Results have been inconclusive.

My VCR displays 12:00. It has done so since 1994. I know how to set it. I have chosen not to. There can be no assurance that this will change.

I bring up Y2K at parties. On at least three occasions this year I have explained to a stranger the difference between a two-digit and a four-digit date field. Two of the three remained for the entire explanation. One was being polite.

My cooking. My cooking consists of a single product, a chicken and rice casserole adapted from the back of a soup can. I make it on Sunday and eat it through Wednesday. There are no other products in development.

I will receive no money from this offering. I intend to use the proceeds, meaning your company, for general purposes, including watching football on Sunday afternoons, splitting an order of wings, and having somebody to tell when something good happens at work, or something bad. A portion of the proceeds may be used to fund a dog. See "Management's Discussion and Analysis."

When a company in the Carolinas wants to borrow money from the bank, somebody has to read its financial statements, walk through its plant and write a memo saying whether it will be able to pay the money back. For the smaller companies, that is me. Last month I spent two days at a family furniture maker in the foothills, walking the floor with the owner, whose father ran it before him. I recommended the loan. I will know in about five years whether I was right. I like this work more than I expected to. I like that the memo has to be true.

Management believes its properties are adequate for its present needs. The Underwriter believes the apartment needs a plant.

Fiscal 1999 compared to fiscal 1998.

Relationships. In March a relationship of approximately three years' duration was concluded. The decision was mutual, in the sense that she made it and I agreed with it. Management has reviewed the matter at length and believes no single factor was responsible. The casserole was mentioned. The effect on results was significant in the second quarter and has moderated since.

Employment. In June the Issuer was promoted from credit analyst trainee to credit analyst. Compensation increased nine percent. A portion of the increase was used to replace all four tires on the Honda.

Outlook. Management is evaluating the acquisition of a dog, specifically a beagle mix who has been at the county animal shelter since July. Management has visited him on four consecutive Saturdays, including this morning. The apartment complex permits dogs under thirty pounds. He weighs twenty-eight. Management regards this as a sign. No assurance can be given.

The sole underwriter of this offering is Mrs. Irma McKinnie of Greensboro, North Carolina, who has underwritten every prior offering of the Issuer, including two college applications, two apartment deposits and a 1994 matter involving the Honda and a mailbox. The Underwriter has agreed to take up any shares not otherwise sold. She has done so before. She calls every Sunday at six to ask whether anyone has signed up.

Inquiries: [email protected]. Responses within one business day, or sooner on weekends.