<PAGE>   1
                                                                   EXHIBIT 99.1


                       RISKS ASSOCIATED WITH OUR BUSINESS

WE HAVE NO OPERATING HISTORY.

         We have not begun to conduct business, and have been principally
engaged in completing the development and testing of several generations of
products utilizing our proprietary AlphaTrak and DebitFone technologies, and
developing our plan of operation. As a result, we have a no operating history
that you can use to evaluate our prospects. Our prospects must therefore be
considered in light of the risks, uncertainties, expenses, delays and
difficulties generally associated with a start up business.

WE HAVE A HISTORY OF LOSSES AND NET WORTH DEFICIENCY; DOUBT ABOUT OUR ABILITY
TO CONTINUE AS A GOING CONCERN.

         Since inception, we have incurred significant operating losses. We
sustained a substantial operating loss for the quarterly period ended March 31,
2001 in the amount of $1,814,360, and as of that date we had a working capital
deficit of $1,352,327 and a net worth deficiency of $2,265,319. Similarly, we
incurred substantial operating losses of $9,314,385 and $1,294,122 for the
years ending December 31, 2000 and 1999, respectively, and as of December 31,
2000, we had a net worth deficiency of $2,748,341. Additionally, we are in
default on certain notes payable to shareholders. We cannot assure you that we
will achieve or sustain profitability or that our operating losses will not
increase in the future. If we do achieve profitability, we cannot be certain
that we can sustain or increase profitability on a quarterly or annual basis in
the future. We expect to expend substantial financial resources on research and
development, engineering, manufacturing, marketing, sales and administration as
we continue to develop and begin to deploy our products. These expenditures
will necessarily precede the realization of substantial revenues from sales of
our product, which may result in future operating losses. These conditions
raise significant doubt as to our ability to continue as a going concern.
Future operating results will depend primarily on our ability to raise
additional working capital, as we do not anticipate significant revenues for
the foreseeable future. There can be no assurance that we will be able to raise
the necessary capital to continue as a going concern. If we are unsuccessful in
generating significant revenues, obtaining additional financing, revising our
operating and financial requirements, and/or effecting a merger or sale of the
Company, we may be forced to terminate operations.

WE WILL NEED ADDITIONAL CAPITAL FINANCING IN THE FUTURE.

         We anticipate that our available sources of equity financing will be
sufficient to fund our current level of operations and capital requirements for
at least the next twelve (12) months. Thereafter, implementation of our
business plan, or acceleration of such implementation, is likely to require
funds not currently available to us. We also may be required to seek additional
financing in the future to respond to increased expenses or shortfalls in
anticipated revenues, accelerated product development and deployment, respond
to competitive pressures, develop new or enhanced products, or take advantage
of unanticipated acquisition opportunities. We cannot be certain we will be
able to find such additional financing on reasonable terms, or at all. If we
are unable to obtain additional financing when needed, we could be required to
modify our

<PAGE>   2


business plan in accordance with the extent of available financing. We also may
not be able to accelerate the development and deployment of our products,
respond to competitive pressures, develop or enhance our products or take
advantage of unanticipated acquisition opportunities.

WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS OR MAY BE SUED BY
THIRD PARTIES FOR INFRINGEMENT OF THEIR PROPRIETARY RIGHTS.

         Our success depends significantly on our ability to obtain and
maintain patent, trademark and copyright protection for our intellectual
property, to preserve our trade secrets and to operate without infringing the
proprietary rights of third parties. If we are not adequately protected, our
competitors could use the intellectual property that we have developed to
enhance their products and services, which could harm our business.

         We rely on patent protection, as well as a combination of copyright
and trademark laws, trade secrets, confidentiality provisions and other
contractual provisions, to protect our proprietary rights, but these legal
means afford only limited protection. Despite any measures taken to protect our
intellectual property, unauthorized parties may attempt to copy aspects of our
products or to obtain and use information that we regard as proprietary. In
addition, the laws of some foreign countries may not protect our proprietary
rights as fully as do the laws of the United States. If we litigated to enforce
our rights, it would be expensive, divert management resources and may not be
adequate to protect our intellectual property rights.

         The telecommunications industry is characterized by the existence of a
large number of patents and frequent litigation based on allegations of trade
secret, copyright or patent infringement. We may inadvertently infringe a
patent of which we are unaware. In addition, because patent applications can
take many years to issue, there may be a patent application now pending of
which we are unaware that will cause us to be infringing when it is issued in
the future. Although we are not currently involved in any intellectual property
litigation, we may be a party to litigation in the future to protect our
intellectual property or as a result of our alleged infringement of another's
intellectual property, forcing us to do one or more of the following:

         -        Cease selling, incorporating or using products or services
                  that incorporate the challenged intellectual property;
         -        Obtain from the holder of the infringed intellectual property
                  right a license to sell or use the relevant technology, which
                  license may not be available on reasonable terms; or
         -        Redesign those products or services that incorporate such
                  technology.

         A successful claim of infringement against us, and our failure to
license the same or similar technology, could adversely affect our business,
asset value or stock value. Infringement claims, with or without merit, would
be expensive to litigate or settle, and would divert management resources.


                                       2
<PAGE>   3


OUR MARKET IS HIGHLY COMPETITIVE AND OUR PRODUCTS, TECHNOLOGY AND BUSINESS MAY
NOT BE ABLE TO COMPETE EFFECTIVELY WITH OTHER PRODUCTS OR TECHNOLOGIES.

         The market for telecommunications products is highly competitive, and
we expect that it will become increasingly competitive in the future. Our
competitors possess substantially greater name recognition, financial, sales
and marketing, manufacturing, technical, personnel, and other resources than we
have. We will compete with numerous companies with well-established
reputations. Although we believe we will be able to compete based on the
special features of our products, our products incorporate new concepts and may
not be successful even if they are superior to those of our competitors.

THE TELECOMMUNICATIONS INDUSTRY IS UNDERGOING RAPID TECHNOLOGICAL CHANGES.

         The telecommunications industry is subject to rapid and significant
technological change. The industry is marked by frequent new product
introductions and technology enhancements, uncertain product life cycles,
changes in client demands and evolving industry standards. As a consequence,
our success will depend on our ability to anticipate or adapt to new technology
on a timely basis. If we fail to adapt successfully to technological changes or
obsolescence or fail to obtain access to important new technologies, our
business, prospects, financial condition and results of operations could be
materially adversely affected.

OUR EXECUTIVE OFFICERS AND KEY PERSONNEL ARE CRITICAL TO OUR BUSINESS AND THESE
OFFICERS AND PERSONNEL MAY NOT REMAIN WITH US IN THE FUTURE.

         We depend upon the continuing contributions of our key management and
product development personnel. The loss of such personnel could seriously harm
us. We have entered into an employment agreement with Terry L. Colbert, our
President and Chief Executive Officer, however, we cannot be sure that we can
retain his services or those of any other key personnel. In addition, we have
not obtained key-man life insurance on any of our executive officers or key
employees. Because our technology is specialized and complex, we need to
recruit and retain qualified technical personnel. However, there are many
employers competing to hire qualified technical personnel and we have had
difficulty attracting and retaining such personnel. We expect to continue to
have difficulty hiring and retaining qualified personnel.

WE WILL DEPEND ON OUTSIDE MANUFACTURING SOURCES AND SUPPLIERS.

         We may contract with third party manufacturers to produce our products
and we will depend on third party suppliers to obtain the raw materials
necessary for the production of our products. We do not know what type of
contracts we will have with such third party manufacturers and suppliers. In
the event we outsource the manufacture of our products, we will have limited
control over the actual productions process. Moreover, difficulties encountered
by any one of our third party manufacturers, which result in product defects,
delayed or reduced products shipments, cost overruns or our inability to fill
orders on a timely basis, could have an adverse impact on our business. Even a
short-term disruption in our relationship with third party manufacturers or
suppliers could have a material adverse effect on our operations. We do


                                       3
<PAGE>   4


not intend to maintain an inventory of sufficient size to protect ourselves for
any significant period of time against supply interruptions, particularly if we
are required to obtain alternative sources of supply.

OUR STOCK PRICE MAY BE VOLATILE.

         The market price of our common stock will likely fluctuate
significantly in response to the following factors, some of which are beyond
our control:

         -        variations in our quarterly operating results;
         -        changes in financial estimates of our revenues and operating
                  results by securities analysts;
         -        changes in market valuations of telecommunications companies;
         -        announcements by us of significant contracts, acquisitions,
                  strategic partnerships, joint ventures or capital
                  commitments;
         -        additions or departures of key personnel;
         -        future sales of our common stock;
         -        stock market price and volume fluctuations attributable to
                  inconsistent trading volume levels of our stock;
         -        commencement of or involvement in litigation; and
         -        announcements by us or our competitors of technological
                  innovations or new products.

         In addition, the equity markets have experienced volatility that has
particularly effected the market prices of equity securities issued by high
technology companies and that often has been unrelated or disproportionate to
the operating results of those companies. These broad market fluctuations may
adversely affect the market price of our common stock.

WE DO NOT ANTICIPATE PAYING ANY DIVIDENDS ON OUR COMMON STOCK.

         We have not paid any dividends on our Common Stock since our inception
and do not anticipate paying any dividends on our Common Stock in the
foreseeable future. Instead, we intend to retain any future earnings for use in
the operation and expansion of our business.

IF WE ARE SUBJECT TO SEC REGULATIONS RELATING TO LOW-PRICED STOCKS, THE MARKET
FOR OUR COMMON STOCK COULD BE ADVERSELY EFFECTED.

         The Securities and Exchange Commission has adopted regulations
concerning low-priced (or "penny") stocks. The regulations generally define
"penny stock" to be any equity security that has a market price less than $5.00
per share, subject to certain exceptions. If our shares are offered at a market
price less than $5.00 per share, and do not qualify for any exemption from the
penny stock regulations, our shares may become subject to these additional
regulations relating to low-priced stocks.

         The penny stock regulations require that broker-dealers who recommend
penny stocks to persons other than institutional accredited investors make a
special suitability determination for the purchaser,


                                       4
<PAGE>   5


receive the purchaser's written agreement to the transaction prior to the sale
and provide the purchaser with risk disclosure documents that identify risks
associated with investing in penny stocks. Furthermore, the broker-dealer must
obtain a signed and dated acknowledgment from the purchaser demonstrating that
the purchaser has actually received the required risk disclosure document
before effecting a transaction in penny stock. These requirements have
historically resulted in reducing the level of trading activity in securities
that become subject to the penny stock rules.

         The additional burdens imposed upon broker-dealers by these penny
stock requirements may discourage broker-dealers from effecting transactions in
the common stock, which could severely limit the market liquidity of our common
stock and our shareholders' ability to sell our common stock in the secondary
market.


                                       5