Exhibit 99.1


                                                    RISK FACTORS

If the proposed merger with Direct Petroleum  Exploration,  Inc. is consummated,
we will be faced with risks particular to the combined entity post-merger.

     If the  proposed  merger with Direct  Petroleum is  consummated,  we may be
faced with the following risks, among others:

     o    We will need additional  capital to finance our  post-merger  business
          and cannot assure you we will be able to obtain such capital;
     o    Direct Petroleum is a "start up," "development stage" company, has not
          generated  any revenues and has no operating  history on which to base
          an evaluation of its business and  prospects.  In addition,  we cannot
          assure you that its technology will be accepted in the market place or
          result in profitability;
     o    We expect to experience growth that will place  significant  strain on
          our  management,   operations,   systems,   and  financial  and  other
          resources.  Our ability to manage future growth, should it occur, will
          require us to expand and improve our  operations  and systems,  and to
          attract, retain, motivate, and manage our employees;
     o    We are subject to intense competition and many of our competitors have
          greater financial,  technical and marketing  resources than us and are
          using other methods for the detection of hydrocarbon reserves that may
          be better than our technology.
     o    We believe or technology is  proprietary  and material to our proposed
          business and cannot assure you that our  intellectual  property rights
          will not be challenged,  invalidated or circumvented,  that claims for
          infringement  will not be  asserted  against  us in the future or that
          other  will  not  independently   develop   substantially   equivalent
          proprietary information and techniques.


If we do not  successfully  manage the above  risks,  our  business,  results of
operations and financial condition will be materially adversely affected.

If the Direct  Petroleum  merger is not  consummated,  the following  risks will
apply:

We will not generate any revenue  until,  at the earliest,  the  completion of a
business combination.

     Our  resources  are  limited.  As of  August  31,  2003,  the  Company  had
approximately  $2.703  million  in cash  and  cash  equivalents,  approximately,
$36,667 in prepaid expenses,  $65,000 in accounts payable, and $3,000 in accrued
liabilities.  We have had no significant  revenues (other than interest  income)
since 1992 and we will not achieve any  revenues  (other than  interest  income)
until,  at the earliest,  the  completion of a business  combination.  We cannot
assure you that any business we combine with, either at the time of or after the
business  combination,  will derive any material  revenues from its operation or
operate  on a  profitable  basis.  In  addition,  as a  result  of  our  limited
financial, managerial, and other resources, we cannot assure you that we will be
able to acquire a suitable target without raising  additional capital and, if we
do need such additional capital, that we will be able to raise it.


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Since we have not yet selected a particular industry or any target business with
which to effect a business combination, we are unable to ascertain the merits or
risks of the industry or business in which we may ultimately operate.

     We have not  selected  any  particular  industry or any target  business on
which to concentrate our search for a business combination.  Accordingly,  there
is no current  basis for you to  evaluate  the  possible  merits or risks of the
particular  industry or the target business in which we may ultimately  operate.
We will become subject to numerous risks inherent to the business  operations of
any company with which we effect a business combination. Although our management
will endeavor to evaluate the risks inherent in a particular  industry or target
business,  we cannot  assure you that we will  properly  ascertain or assess all
such significant risk factors.

If we are deemed to be subject to the Investment  Company Act of 1940, we may be
required  to  institute  burdensome  compliance  requirements  and be subject to
restrictions relating to our activities.

     The  regulatory  scope of the  Investment  Company  Act of 1940,  which was
enacted   principally  for  the  purpose  of  regulating   vehicles  for  pooled
investments in securities,  extends  generally to companies engaged primarily in
the  business  of  investing,   reinvesting,   owning,  holding  or  trading  in
securities.  The  Investment  Company  Act may,  however,  also be  deemed to be
applicable  to a  company  that  does  not  intend  to  be  characterized  as an
investment  company but that,  nevertheless,  engages in activities  that may be
deemed  to be  within  the  definitional  scope  of  certain  provisions  of the
Investment  Company Act. While we do not believe that our anticipated  principal
activities  will subject us to regulation  under the Investment  Company Act, we
cannot  assure  you  that we will not be  deemed  to be an  investment  company,
especially during the period prior to a business  combination.  If we are deemed
to be an  investment  company,  we may become  subject  to certain  restrictions
relating to our activities, including:

     o    restrictions on the nature of our investments; and

     o    the issuance of securities,

and have imposed upon us certain requirements, including:

     o    registration as an investment company;

     o    adoption of a specific form of corporate structure; and

     o    compliance with certain burdensome reporting,  recordkeeping,  voting,
          proxy and disclosure requirements and other rules and regulations.

     If we are characterized as an investment  company,  we would be required to
comply with these additional regulatory burdens,  which would require additional
expense.

Our officers and directors may have a conflict of interest allocating management
time and opportunities, which may be to the detriment of our stockholders.

     Our  officers and  directors  are not required to commit their full time to
our affairs,  which may result in conflicts of interest in allocating management
time between our  operations  and other  businesses.  Such  conflicts may not be
resolved in the best interest of our stockholders.  In addition,  certain of our
officers and directors are involved with other  companies  which have a business
purpose  similar to ours.  As a result,  conflicts  of interest may arise in the
future.  If such a conflict  does arise and an officer or director is  presented
with a business opportunity under circumstances where there may be a doubt as to
whether  the  opportunity  should  belong  to us or  another  company  they  are
affiliated with, our officers and directors will attempt to resolve the conflict
by exercising the good faith required of  fiduciaries.  Although we believe that
we will  generally be able to resolve  conflicts on an  equitable  basis,  it is
possible that potential conflicts may not be resolved in our favor in all cases.
Our  officers  and  directors  are under no  obligation,  beyond  their  general
fiduciary  obligation  to us,  to offer a  business  opportunity  to us prior to
offering it to another company.

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We may  not be  correct  in  assessing  the  management  of a  potential  target
business.

     We cannot assure you that our assessment of the skills,  qualifications  or
abilities of the  management of a prospective  target  business will prove to be
correct,  especially in light of the possible  inexperience  of our officers and
directors in evaluating  certain  types of  businesses.  In addition,  despite a
positive assessment by our management,  we cannot assure you that the management
of a prospective target business will have the necessary skills,  qualifications
or abilities to manage a public company.

We may issue shares of our common stock and preferred stock to effect a business
combination, which would dilute the equity interest of our stockholders.

     We  may  issue  shares  of  our  common  stock  or  preferred  stock,  or a
combination of common and preferred stock, to effect a business combination. The
issuance of additional shares of our common stock or any number of shares of our
preferred stock may:

     o    significantly reduce the equity interest of our stockholders;

     o    possibly  cause a change in  control  if a  substantial  number of our
          shares  of common  stock are  issued  in  connection  with a  business
          combination,  which may  affect,  among other  things,  our ability to
          utilize our net operating loss carryforwards, if any;

     o    adversely affect prevailing market prices for our common stock; and

     o    impair our ability to raise additional capital through the sale of our
          equity securities.

We may seek additional  financing to complete a business  combination or to fund
the operations and growth of the target business.

     We may seek additional  financing to complete a business  combination or to
fund the operations and growth of a target business,  which may include assuming
or refinancing  the  indebtedness of the target  business.  We cannot assure you
that such financing  would be available on acceptable  terms,  if at all. To the
extent that such additional  financing  proves to be unavailable  when needed to
complete a particular  business  combination,  we would, in all  likelihood,  be
compelled to restructure  the  transaction or abandon that  particular  business
combination  and seek an  alternative  candidate.  In  addition,  our failure to
secure  additional  financing  could  have  a  material  adverse  effect  on the
continued development or growth of the target business.

We are subject to intense competition.

     We expect to encounter  intense  competition  from other entities  having a
business objective similar to ours. Many of these entities,  including financial
consulting  companies and venture capital firms, have longer operating histories
and  have   extensive   experience  in   identifying   and  effecting   business
combinations,  directly or through affiliates. Many of these competitors possess
significantly  greater  financial,  technical and other resources than we do. We
cannot  assure  you  that we will be able  to  effectively  compete  with  these
entities. If we are unable to compete effectively with these entities, we may be
forced to evaluate less attractive prospects for a business  combination.  If we
are forced to evaluate  these less  attractive  prospects,  we cannot assure you
that our stated business objectives will be met.




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