Exhibit 99.1



                                  RISK FACTORS

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

     Our resources are limited. As of August 31, 2002, the Company had
approximately $2.903 million in cash and cash equivalents, approximately,
$35,000 in prepaid expenses and $30,000 in accounts payable, $30,000 in
litigation settlement payable and $13,000 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.

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,



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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.

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.

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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.