Exhibit 99.1

                                  RISK FACTORS


We will need additional capital to fund our business.

     Our resources are limited.  As of June 30, 2003, we had $28,530 in cash, no
other significant assets and 20,849 of liabilities. This cash will be sufficient
to meet our needs for working  capital only through  December 31, 2003, at which
time we will have to raise  more  money in order to  locate  and  negotiate  the
acquisition  of a suitable  target.  We cannot  assure you that such  additional
capital  would be available on acceptable  terms,  if at all. To the extent that
such additional  financing proves to be unavailable when needed we may be forced
to  discontinue  our search  efforts and go out of  business.  The report of our
independent  auditors on our financial  statements for the period ended June 30,
2003 contains an  explanatory  paragraph  which  indicates that we have suffered
recurring  losses  from  operations  and have  insufficient  working  capital to
satisfy our projected expenses for the next year, which raises substantial doubt
about our ability to continue as a going concern.



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

     We have had no significant revenues (other than interest income) since 1989
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.

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.  In the event 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 requirement, 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.

                                       1

<PAGE>

     In the event of our  characterization as an investment company, we would be
required to comply with such additional regulatory burdens,  which would require
additional expense.

Our securities are quoted on the OTC Bulletin Board, which may limit the trading
market,  liquidity and price of our securities  more than if our securities were
quoted or listed on the Nasdaq Stock Market or a national exchange.

     Our securities are quoted on the OTC Bulletin Board, an NASD-sponsored  and
operated  inter-dealer  automated  quotation  system for equity  securities  not
included in the Nasdaq  Stock  Market.  Quotation of our  securities  on the OTC
Bulletin Board may limit the liquidity and price of our securities  more than if
our  securities  were quoted or listed on The Nasdaq  Stock Market or a national
exchange.  There is currently a very limited  trading  market and no established
public trading market for our common stock. We cannot assure you that the common
stock will be actively  traded in the future or that there will be  liquidity in
the common stock.

Our officers and directors may have a conflict of interest allocating management
time and opportunity, 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 its general fiduciary
obligation to us, to offer a business  opportunity to us prior to offering it to
another company.

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.

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,  especial 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  intending  to embark on a program of
business development.

                                       2

<PAGE>


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.




                                       3