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 June 30, 2002, we had $35,741 in cash, no
other significant assets and $29,114 of liabilities.  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.  In
addition, as a result of our limited financial, managerial, and other resources,
we cannot  assure you that we will be able to obtain a suitable  target  without
raising additional capital and, if we do need such additional  capital,  that we
will be able to raise it.

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.

     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.



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Our securities are currently quoted on the NQB Pink Sheets and, although we hope
to become listed on the OTC Bulletin  Board,  there is no assurance that we will
be successful in doing so.

     Our common stock  currently can be traded only through the NQB Pink Sheets.
Although we anticipate  that our common stock will be 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),  there is no
assurance  of this.  The  liquidity  and stock price of our common  stock in the
secondary market may be adversely affected, and there can be no assurance that a
public  market for our  securities  would develop or be  sustainable,  if we are
quoted on either the NQB Pink Sheets or the OTC Bulletin Board.

Even if we are successful in listing our common stock on the OTC Bulletin Board,
the  proposed  replacement  of the OTC Bulletin  Board with the  Bulletin  Board
Exchange may force delisitng.

     The OTC Bulletin  Board is anticipated to be phased out and replaced by the
Bulletin  Board  Exchange  in March  2003.  There can be no  assurance  that the
Bulletin Board Exchange will permit  "blind-pool"  companies,  such as us, to be
quoted.  Even if we are  successful in having our common stock quoted on the OTC
Bulletin  Board  in the  near  future,  we may be  delisted  in  March  2003  or
thereafter  when the OTC Bulletin  Board  becomes the Bulletin  Board  Exchange.
Accordingly, if we have not consummated an acquisition by March 2003, our common
stock may be available for trading thereafter.

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.

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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.

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