Exhibit 99.1


RISK FACTORS


We have a history of operating losses.

We have incurred operating losses of $831,275 and $2,405,663 for the
fiscal years ended December 31, 2002 and 2001, respectively.  Our
ability to achieve profitability depends primarily upon our ability to
successfully manage our existing oil and gas interests and to identify and
successfully obtain new business operations through acquisitions or mergers.
In view of the rapidly evolving nature of our business and our limited
operating history, we believe that period-to-period comparisons of our
operating results are not necessarily meaningful and you should not rely
upon them as an indication of our future performance.

Our business and prospects are difficult to evaluate because our business
model is changing and evolving.

It is difficult to evaluate our business operations and our prospects because
of the pace of change in our business.  Although we were incorporated in
December 1994 and commenced operations in September 1995 as an online
retailer, we discontinued our online retailing activities in 2000.  Since June
2002, our business operations have included the managing of our existing oil
and gas interests and the search for new business operations to obtain through
acquisitions or mergers.  Accordingly, our current business model is still new
and evolving and our future results are difficult to predict.  We may not be
able to implement our business plan successfully or adapt it to changes in the
market.  If we are not able to do so, our business, results of operations, and
financial condition will be adversely affected.

We may not be able to enter into new business operations successfully though
acquisitions or mergers.

Our future operating results depend on our ability to identify new business
opportunities and to negotiate the terms of any acquisition or merger into
which we may enter.  We continuously seek to identify opportunities suitable
for our business strategy.  Our management may fail to properly identify
partner companies to acquire or with which to merge, or divest our interests or
effectively complete such transactions.

We may need additional capital to fund our operations, and we may not be able
to obtain it on terms acceptable to us or at all.

We believe that our existing capital resources will enable us to maintain our
current operations through March 31, 2005.  However, we may require
additional funds during or after that period.  In particular, we would be
required to secure additional sources of capital to continue operating at our
current level or curtail our current operations if we do not achieve the
results of operations that we expect as a result of lower than expected
revenues, higher than expected expenses, or other possible adverse
developments.  In addition, if we expand our existing business plan to focus
on growth in international markets, make acquisitions of businesses or
technologies, or modify our business plan in other ways, we would likely
require additional funding.  If we require additional financing for any reason,
we cannot assure you that such additional financing will be available to us on
acceptable terms, or at all.  In the event we are unable to raise additional
capital, we may be required to substantially reduce or curtail operations.
Further, if we raise additional funds through the issuance of additional equity
securities, the percentage ownership of our shareholders will be diluted.  Any
new equity securities may have rights, preferences, or privileges senior to
those of our common stock.

We may be liable to pay rent on our former offices in Jersey City until
December 2008.

In June 2001 we sublet our former offices in Jersey City, New Jersey to
Nekema.com through December 31, 2008.  In September 2002
Nekema.com ceased business operations and defaulted on the sublease.  The
rent on the sublease is guaranteed by Lumbermens Mutual Casualty Company,
d/b/a Kemper Insurance Company, until only May 2003.  The aggregate rent
for the period June 2003 through December 2008 is $995,668.  If we are unable
to find a subtenant or negotiate a settlement with the landlord we will be
obligated to pay rent on the space until the lease expires in December 2008,
which would have a severe negative impact on our cash flow and operating
results.

Trading in our common stock on the OTC Bulletin Board may be limited.

Our common stock is traded on the OTC Bulletin Board.  The OTC Bulletin
Board is not an exchange and, because trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on an
exchange or Nasdaq, you may have difficulty reselling your securities.

Our common stock is subject to penny stock regulation.

Our common stock is subject to regulations of the Securities and Exchange
Commission relating to the market for penny stocks.  These regulations
generally require that a disclosure schedule explaining the penny stock
market and the risks associated with the penny stock market be delivered to
purchasers of penny stocks and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established
customers and accredited investors.  The regulations applicable to penny stocks
may severely limit the market liquidity for our securities and could reduce
your ability to sell your securities in the market.