EXHIBIT
99.1
  RISK
FACTORS
  WE
HAVE HISTORICALLY INCURRED LOSSES AND THESE LOSSES MAY CONTINUE IN THE
FORESEEABLE FUTURE.
  As of
December 31, 2006, we had a working capital deficit of $2,679,949 and a
stockholders' deficit of $2,667,169.  Since our inception, we have
invested significant capital to build our organization. We have incurred
operating losses since our inception and expect to continue to incur operating
losses for at least the next year. We will need to generate significant revenue
to become profitable and sustain profitability on a quarterly and annual
basis.
  We may
not achieve or sustain our revenue or profit goals, and our ability to do so
depends on the factors specified elsewhere in "Risk Factors" - as well as on a
number of factors outside of our control, including the extent to
which:
  - our
competitors announce and develop, or lower the prices of, competing services;
and
  - Prices
for our services decrease as a result of reduced demand or competitive
pressures.
  As a
result, we may not be able to increase revenue or achieve profitability on a
quarterly and annual basis.
  OUR
INDEPENDENT AUDITORS HAVE EXPRESSED AN OPINION RAISING SUBSTANTIAL DOUBT
CONCERNING OUR ABILITY TO CONTINUE AS A GOING CONCERN, WHICH OPINION MAY MAKE IT
MORE DIFFICULT FOR US TO RAISE NEEDED CAPITAL.
  Our
independent auditors have expressed an opinion raising substantial doubt
concerning our ability to continue as a going concern with respect to our
audited financial statements for the year ended December 31, 2006. This
qualification could materially adversely affect the manner in which third
parties do business with us, most notably in connection with the extension of
credit and their degree of commitment to any long-term agreements. Actions that
may be taken by our suppliers and other creditors to enhance their credit
positions could cause us significant additional liquidity problems and could
adversely impact our ability to continue doing business. Such a qualification
could also make it more difficult for us to obtain capital on acceptable terms,
if at all.
  WE MAY
NEED ADDITIONAL FUNDS WHICH, IF AVAILABLE, COULD RESULT IN INCREASED INTEREST
EXPENSES OR ADDITIONAL DILUTION TO OUR STOCKHOLDERS. IF ADDITIONAL FUNDS ARE
NEEDED AND ARE NOT AVAILABLE, OUR BUSINESS COULD BE NEGATIVELY
IMPACTED.
  
  At this
time, we do not have any bank credit facility or other working capital credit
line under which we may borrow funds for working capital or other general
corporate purposes.  If funds are raised through the issuance of
equity securities, the percentage ownership of our then-current stockholders
will be reduced and the holders of new equity securities may have rights,
preferences or privileges senior to those of the holders of our common stock. If
additional funds are raised through a bank credit facility or the issuance of
debt securities, the holder of such indebtedness would have rights senior to the
rights of common stockholders and the terms of such indebtedness could impose
restrictions on our operations. If we need to raise additional funds, we may not
be able to do so on terms favorable to us, or at all. If we cannot successfully
increase our revenues or raise adequate funds on acceptable terms, we may not be
able to continue to fund our operations. We may be required to sell or otherwise
dispose of portions of our business in order to improve our cash position. We
may not be able to affect such sales on satisfactory terms or at
all.
  OUR LIMITED CASH RESOURCES WILL LIKELY RESTRICT OUR FLEXIBILITY
AND OVERALL OPERATIONS.
  In order
for us to continue operating as an independent business entity, it has been
necessary for us to implement significant budgetary constraints. These
constraints limit our ability to respond to business opportunities or issues as
they arise. Since our industry remains in an early stage and its needs are
dynamic, our budgetary constraints may adversely affect our ability to respond
to market demands and our ability to compete.
  WE
HAVE ONLY A LIMITED OPERATING HISTORY, WHICH MAKES IT DIFFICULT TO EVALUATE AN
INVESTMENT IN OUR COMMON STOCK.
  We have
only a limited operating history on which you can evaluate our business,
financial condition and operating results. We face a number of risks encountered
by early stage technology companies that participate in new technology markets,
including our ability to:
  -
Maintain our engineering and support organizations, as well as our distribution
channels;
  -
Negotiate and maintain favorable usage rates with our vendors;
  - Retain
and expand our customer base at profitable rates;
  - Recoup
our expenses associated with the wireless devices we resell to
subscribers;
  - Manage
expanding operations, including our ability to expand our systems if our
subscriber base grows substantially;
  - Attract
and retain management and technical personnel; and
  
  -
Anticipate and respond to market competition and changes in technologies as they
develop and become available.
  We may
not be successful in addressing or mitigating these risks and uncertainties, and
if we are not successful our business could be significantly and adversely
affected.
  TO
GENERATE INCREASED REVENUE WE WILL HAVE TO INCREASE SUBSTANTIALLY THE NUMBER OF
OUR CUSTOMERS, WHICH MAY BE DIFFICULT TO ACCOMPLISH.
  Adding
new customers will depend to a large extent on the success of our direct and
indirect distribution channels and acquisition strategy, and there can be no
assurance that these will be successful. Our customers' experiences may be
unsatisfactory to the extent that our service malfunctions or our customer care
efforts, including our website and 800 number customer service efforts, do not
meet or exceed subscriber expectations. In addition, factors beyond our control,
such as technological limitations of the current generation of devices, which
may cause our customers' experiences with our service to not meet their
expectations, can adversely affect our revenues.
  WE
MAY ACQUIRE OR MAKE INVESTMENTS IN COMPANIES OR TECHNOLOGIES THAT COULD CAUSE
LOSS OF VALUE TO OUR STOCKHOLDERS AND DISRUPTION OF OUR BUSINESS.
  Subject
to our capital constraints, we intend to continue to explore opportunities to
acquire companies or technologies in the future. Entering into an acquisition
entails many risks, any of which could adversely affect our business,
including:
  - Failure
to integrate the acquired assets and/or companies with our current
business;
  - The price we pay may exceed the value we eventually
realize;
  - Loss of
share value to our existing stockholders as a result of issuing equity
securities as part or all of the purchase price;
  -
Potential loss of key employees from either our current business or the acquired
business;
  -
Entering into markets in which we have little or no prior
experience;
  -
Diversion of management's attention from other business concerns;
  -
Assumption of unanticipated liabilities related to the acquired assets;
and
  - The
business or technologies we acquire or in which we invest may have limited
operating histories, may require substantial working capital, and may be subject
to many of the same risks we are.
  
  WE
HAVE LIMITED RESOURCES AND WE MAY BE UNABLE TO EFFECTIVELY SUPPORT OUR
OPERATIONS.
  We must
continue to develop and expand our systems and operations in order to remain
competitive. We expect this thesis to place strain on our managerial,
operational and financial resources. We may be unable to develop and expand our
systems and operations for one or more of the following reasons:
  - We may
not be able to retain at reasonable compensation rates qualified engineers and
other employees necessary to expand our capacity on a timely basis;
  - We may
not be able to dedicate the capital necessary to effectively develop and expand
our systems and operations; and
  - We may
not be able to expand our customer service, billing and other related support
systems.
  If we
cannot manage our operations effectively, our business and operating results
will suffer.
  OUR
BUSINESS PROSPECTS DEPEND IN PART ON OUR ABILITY TO MAINTAIN AND IMPROVE OUR
SERVICES AS WELL AS TO DEVELOP NEW SERVICES.
  We
believe that our business prospects depend in part on our ability to maintain
and improve our current services and to develop new services. Our services will
have to achieve market acceptance, maintain technological competitiveness and
meet an expanding range of customer requirements. We may experience difficulties
that could delay or prevent the successful development, introduction or
marketing of new services and service enhancements. Additionally, our new
services and service enhancements may not achieve market
acceptance.
  IF
WE DO NOT RESPOND EFFECTIVELY AND ON A TIMELY BASIS TO RAPID TECHNOLOGICAL
CHANGE, OUR BUSINESS COULD SUFFER.
  Our
industry is characterized by rapidly changing technologies, industry standards,
customer needs and competition, as well as by frequent new product and service
introductions. Our services are integrated with the computer systems of our
customers. We must respond to technological changes affecting both our customers
and suppliers. We may not be successful in developing and marketing, on a timely
and cost-effective basis, new services that respond to technological changes,
evolving industry standards or changing customer requirements. Our success will
depend, in part, on our ability to accomplish all of the following in a timely
and cost-effective manner:
  -
Effectively using and integrating new technologies;
  
  - Continuing to develop our technical expertise;
  -
Enhancing our engineering and system design services;
  -
Developing services that meet changing customer needs;
  -
Advertising and marketing our services; and
  -
Influencing and responding to emerging industry standards and other
changes.
  WE
DEPEND ON RETAINING KEY PERSONNEL. THE LOSS OF OUR KEY EMPLOYEES COULD
MATERIALLY ADVERSELY AFFECT OUR BUSINESS.
  Due to
the technical nature of our services and the dynamic market in which we compete,
our performance depends in part on our retaining key employees. Competitors and
others may attempt to recruit our employees. A major part of our compensation to
our key employees is in the form of stock option grants. A prolonged depression
in our stock price could make it difficult for us to retain our employees and
recruit additional qualified personnel.
  AN
INTERRUPTION IN THE SUPPLY OF PRODUCTS AND SERVICES THAT WE OBTAIN FROM THIRD
PARTIES COULD CAUSE A DECLINE IN SALES OF OUR SERVICES.
  In
designing, developing and supporting our services, we rely on many third party
providers. These suppliers may experience difficulty in supplying us products or
services sufficient to meet our needs or they may terminate or fail to renew
contracts for supplying us these products or services on terms we find
acceptable. If our liquidity deteriorates, our vendors may tighten our credit,
making it more difficult for us to obtain suppliers on terms satisfactory to us.
Any significant interruption in the supply of any of these products or services
could cause a decline in sales of our services, unless and until we are able to
replace the functionality provided by these products and services. We also
depend on third parties to deliver and support reliable products, enhance their
current products, develop new products on a timely and cost-effective basis and
respond to emerging industry standards and other technological
changes.
  WE
MAY FACE INCREASED COMPETITION, WHICH MAY NEGATIVELY IMPACT OUR PRICES FOR OUR
SERVICES OR CAUSE US TO LOSE BUSINESS OPPORTUNITIES.
  The
market for our services is becoming increasingly competitive. Our competitors
may use the same products and services in competition with us. With time and
capital, it would be possible for competitors to replicate our services and
offer similar services at a lower price. We expect that we will compete
primarily on the basis of the functionality, breadth, quality and price of our
services. Our current and potential competitors include:
  
  - Other
wireless high speed internet access providers, such as SDSN, Guest-Tek Wayport,
Greentree, Core Communications and StayOnLine;
  - Other
viable network carriers, such as SBC, Comcast, Sprint and COX Communications;
and
  - Other
internal information technology departments of large companies.
  Many of
our existing and potential competitors have substantially greater financial,
technical, marketing and distribution resources than we do. Additionally, many
of these companies have greater name recognition and more established
relationships with our target customers. Furthermore, these competitors may be
able to adopt more aggressive pricing policies and offer customers more
attractive terms than we can. In addition, we have established strategic
relationships with many of our potential competitors. In the event such
companies decide to compete directly with us, such relationships would likely be
terminated, which could have a material adverse effect on our business and
reduce our market share or force us to lower prices to unprofitable
levels.
  WE MAY BE SUED BY THIRD PARTIES FOR INFRINGEMENT OF THEIR
PROPRIETARY RIGHTS AND WE MAY INCUR SUBSTANTIAL DEFENSE COSTS AND POSSIBLY
SUBSTANTIAL ROYALTY OBLIGATIONS OR LOSE THE RIGHT TO USE TECHNOLOGY IMPORTANT TO
OUR BUSINESS.
  Any
intellectual property claims, with or without merit, could be time consuming and
expensive to litigate or settle and could divert management attention from
administering our business. A third party asserting infringement claims against
us or our customers with respect to our current or future products may
materially adversely affect us by, for example, causing us to enter into costly
royalty arrangements or forcing us to incur settlement or litigation
costs.
  OUR
QUARTERLY OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS AND, AS A
RESULT, PERIOD-TO-PERIOD COMPARISONS OF OUR RESULTS OF OPERATIONS ARE NOT
NECESSARILY MEANINGFUL.
  Our
quarterly operating results may fluctuate significantly in the future as a
result of a variety of factors. These factors include:
  - The
demand for and market acceptance of our services;
  -
Downward price adjustments by our competitors on services they offer that are
similar to ours;
  - Changes
in the mix of services sold by our competitors;
  -
Technical difficulties or network downtime affecting communications
generally;
  
  - The
ability to meet any increased technological demands of our customers;
and
  -
Economic conditions specific to our industry.
  Therefore,
our operating results for any particular quarter may differ materially from our
expectations or those of security analysts and securities traders and may not be
indicative of future operating results. The failure to meet expectations may
cause the price of our common stock to decline. Since we are susceptible to
these fluctuations, the market price of our common stock may be volatile, which
can result in significant losses for investors who purchase our common stock
prior to a significant decline in our stock price.
  RISKS
PARTICULAR TO OUR INDUSTRY
  THE
MARKET FOR OUR SERVICES IS NEW AND HIGHLY UNCERTAIN.
  The
market for wireless data services is still emerging and continued growth in
demand for and acceptance of these services remains uncertain. Current barriers
to market acceptance of these services include cost, reliability, functionality
and ease of use. We cannot be certain that these barriers will be overcome. If
the market for our services does not grow or grows slower than we currently
anticipate, our business, financial condition and operating results could be
materially adversely affected.
  RISKS
PARTICULAR TO OUR STOCK PRICE
  OUR
STOCK PRICE, LIKE THAT OF MANY TECHNOLOGY COMPANIES, MAY BE
VOLATILE.
  We expect
that the market price of our common stock will fluctuate as a result of
variations in our quarterly operating results and other factors beyond our
control. These fluctuations may be exaggerated if the trading volume of our
common stock is low. In addition, due to the technology-intensive and emerging
nature of our business, the market price of our common stock may rise and fall
in response to a variety of factors, including:
  - Announcements of technological or competitive
developments;
  -
Acquisitions or strategic alliances by us or our competitors;
  - The
gain or loss of a significant customer or order;
  - Changes
in estimates of our financial performance or changes in recommendations by
securities analysts regarding us or our industry;
  - Our
failure to meet market expectations with respect to any calendar quarter;
and
  - General
market or economic conditions.
  
  This risk
may be heightened because our industry is new and evolving, characterized by
rapid technological change and susceptible to the introduction of new competing
technologies or competitors.
  In
addition, equity securities of many technology companies have experienced
significant price and volume fluctuations. These price and volume fluctuations
often have been unrelated to the operating performance of the affected
companies. Volatility in the market price of our common stock could result in
securities class action litigation. This type of litigation, regardless of the
outcome, could result in substantial costs and a diversion of management's
attention and resources.
  WE
DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK.
  We have
never paid or declared any cash dividends on our common stock or other
securities and intend to retain any future earnings to finance the development
and expansion of our business. We do not anticipate paying any cash dividends on
our common stock in the foreseeable future. Unless we pay dividends, our
stockholders will not be able to receive a return on their shares unless they
sell them.
  OUR
COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE TRADING
MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK
CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
  The
Securities and Exchange Commission has adopted Rule 3a51-1 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, Rule 15g-9
requires:
  - That a
broker or dealer approve a person's account for transactions in penny stocks;
and
  - The
broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to be
purchased
  In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:
  - Obtain
financial information and investment experience objectives of the person;
and
  - Make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny
stocks.
  
  The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prescribed by the SEC relating to the
penny stock market, which, in highlight form:
  - Sets
forth the basis on which the broker or dealer made the suitability
determination; and
  - That
the broker or dealer received a signed, written agreement from the investor
prior to the transaction.
  Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.
  Disclosure
also must be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.