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the period prior to a business combination. If we are deemed to be an investment company, wemay become subject to certain restrictions relating to our activities, including: **•** restrictions on the nature of our investments; and  **•** the issuance of securities,and have imposed upon us certain requirements, including: **•** registration as an investment company;  **•** adoption of a specific form of corporate structure; and  **•** compliance with certain burdensome reporting, recordkeeping, voting, proxy anddisclosure requirements and other rules and regulations.     If we are characterized as an investment company, we would be required to comply with theseadditional regulatory burdens, which would require additional expense.OUR OFFICERS AND DIRECTORS MAY HAVE A CONFLICT OF INTEREST ALLOCATING MANAGEMENT TIME ANDOPPORTUNITIES, WHICH MAY BE TO THE DETRIMENT OF OUR STOCKHOLDERS.     Our officers and directors are not required to commit their full time to our affairs, whichmay result in conflicts of interest in allocating management time between our operations and otherbusinesses. Such conflicts may not be resolved in the best interest of our stockholders. Inaddition, certain of our officers and directors are involved with other companies which have abusiness purpose similar to ours. As a result, conflicts of interest may arise in the future. Ifsuch a conflict does arise and an officer or director is presented with a business opportunityunder circumstances where there may be a doubt as to whether the opportunity should belong to us oranother company they are affiliated with, our officers and directors will attempt to resolve theconflict by exercising the good faith required of fiduciaries. Although we believe that we willgenerally be able to resolve conflicts on an equitable basis, it is possible that potentialconflicts may not be resolved in our favor in all cases. Our officers and directors are under noobligation, beyond their general fiduciary obligation to us, to offer a business opportunity to usprior 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 themanagement of a prospective target business will prove to be correct, especially in light of thepossible inexperience of our officers and directors in evaluating certain types of businesses. Inaddition, despite a positive assessment by our management, we cannot assure you that the managementof a prospective target business will have the necessary skills, qualifications or abilities tomanage a public company.
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WE MAY ISSUE SHARES OF OUR COMMON STOCK AND PREFERRED STOCK TO EFFECT A BUSINESS COMBINATION, WHICHWOULD DILUTE THE EQUITY INTEREST OF OUR STOCKHOLDERS.     We may issue shares of our common stock or preferred stock, or a combination of common andpreferred stock, to effect a business combination. The issuance of additional shares of our commonstock or any number of shares of our preferred stock may: **•** significantly reduce the equity interest of our stockholders;  **•** possibly cause a change in control if a substantial number of our shares of commonstock are issued in connection with a business combination, which may affect, amongother things, our ability to utilize our net operating loss carryforwards, if any;  **•** adversely affect prevailing market prices for our common stock; and  **•** impair our ability to raise additional capital through the sale of our equitysecurities.OUR STOCK IS SPORADICALLY TRADED AND CURRENTLY OFFERS LIMITED LIQUIDITY.     Our common stock is only traded on a limited or sporadic basis and this should not be deemedto constitute an established public trading market. We cannot assure you that the common stock willbe actively traded in the future. Therefore, we cannot assure you that there will be liquidity inthe common stock.WE MAY SEEK ADDITIONAL FINANCING TO COMPLETE A BUSINESS COMBINATION OR TO FUND THE OPERATIONS ANDGROWTH OF THE TARGET BUSINESS.     We may seek additional financing to complete a business combination or to fund the operationsand growth of a target business, which may include assuming or refinancing the indebtedness of thetarget 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 tocomplete a particular business combination, we would, in all likelihood, be compelled torestructure the transaction or abandon that particular business combination and seek an alternativecandidate. In addition, our failure to secure additional financing could have a material adverseeffect 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 objectivesimilar to ours. Many of these entities, including financial consulting companies and venturecapital firms, have longer operating histories and have extensive experience in identifying andeffecting business combinations, directly or through affiliates. Many of these
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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 areunable to compete effectively with these entities, we may be forced to evaluate less attractiveprospects 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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