Exhibit 99.1
------------

RISK FACTORS

We have a history of operating losses.

We have incurred  operating losses of $721,566 and $831,275 for the fiscal years
ended  December  31,  2003  and  2002,  respectively.  Our  ability  to  achieve
profitability  depends  primarily  upon our ability to  successfully  manage our
existing oil and gas interests.  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.

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 do not control operations at the oil & gas properties in which we hold
interests.

We own less than 100% of the  working  interest in our gas  holdings.  We do not
conduct any  operations.  Operations  are conducted by operating  companies that
follow  the  instructions  of the  working  interest  owners.  Because  of  this
structure, drilling and operating decisions are not entirely within our control.
If we disagree with the decision of a majority of working  interest  owners,  we
may be required,  among other things,  to decline to participate in a particular
activity.  If we decline to participate,  we might be required to relinquish our
interest or may be subject to certain non-consent penalties,  as provided in the
applicable  operating  agreement.  Such penalties  typically allow participating
working  interest owners to recover from the proceeds of production.  Under most
operating  agreements,  the  operator is given  direct and full control over all
operations  on  the  property  and  is  obligated  to  conduct  operations  in a
workman-like  manner;  however the operator is usually not liable to the working
interest owners for losses sustained or for liabilities  incurred,  except those
resulting  from its own gross  negligence  or willful  misconduct.  Each working
interest owner is generally  liable for its share of the costs of developing and
operating jointly owned properties. The operator is required to pay the expenses
of  developing  and  operating  the property and will invoice  working  interest
owners  for  their  proportionate  share of such  costs.  We may have a  limited
ability to exercise  control over  operations and the  associated  costs of such
operations. The success of our investment in these activities may, therefore, be
dependent upon a number of facts that are outside of our control.

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 was
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
<PAGE>
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.


                                      -2-