EXHIBIT
      99.1




RISK
      FACTORS




WE
      HAVE HISTORICALLY INCURRED LOSSES AND
      THESE LOSSES MAY CONTINUE IN THE FORESEEABLE FUTURE.




We
      have never earned a profit. As of
      December 31, 2005, wehad a working capital deficit of $3,243,231 and a
      stockholders' deficit of $3,187,546.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:




o
      our competitors announce and develop,
      or lower the prices of, competing services; and




o
      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.




BOTH
      OUR MANAGEMENT AND 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, 2004. 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 effect
      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:




o
      maintain our engineering and support
      organizations, as well as our distribution channels;




o
      negotiate and maintain favorable usage
      rates with our vendors;




o
      retain and expand our customer base at
      profitable rates;




o
      recoup our expenses associated with
      the wireless devices we resell to subscribers;




o
      manage expanding operations, including
      our ability to expand our systems if our subscriber base grows
      substantially;




o
      attract
      and retain management and technical personnel; and





o
      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:




o
      failure to integrate the acquired
      assets and/or companies with our current business;




o
      the price we pay may exceed the value we eventually
      realize;




o
      loss of share value to our existing
      stockholders as a result of issuing equity securities as part or all of the
      purchase price;




o
      potential loss of key employees from
      either our current business or the acquired business;




o
      entering into markets in which we have
      little or no prior experience;




o
      diversion of management's attention
      from other business concerns;




o
      assumption of unanticipated
      liabilities related to the acquired assets; and




o
      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:




o
      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;




o
      we may not be able to dedicate the
      capital necessary to effectively develop and expand our systems and operations;
      and




o
      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:




o
      effectively using and integrating new technologies;





o
      continuing to develop our technical expertise;




o
      enhancing our engineering and system
      design services;




o
      developing services that meet changing
      customer needs;




o
      advertising and marketing our
      services; and




o
      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:





o
      Other
      wireless high speed internet access providers, such as SDSN, Guest-Tek Wayport,
      Greentree, Core Communications and StayOnLine;




o
      Other viable network carriers, such as
      SBC, Comcast, Sprint and COX Communications; and




o
      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:




o
      the demand for and market acceptance
      of our services;




o
      downward price adjustments by our
      competitors on services they offer that are similar to ours;




o
      changes in the mix of services sold by
      our competitors;




o
      technical difficulties or network downtime affecting communications
      generally;





o
      the
      ability to meet any increased technological demands of our customers;
      and




o
      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:




o
      announcements of technological or competitive
      developments;




o
      acquisitions or strategic alliances by
      us or our competitors;




o
      the gain or loss of a significant
      customer or order;




o
      changes in estimates of our financial
      performance or changes in recommendations by securities analysts regarding
      us or
      our industry;




o
      our failure to meet market
      expectations with respect to any calendar quarter; and




o
      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:




o
      that a broker or dealer approve a
      person's account for transactions in penny stocks; and




o
      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:




o
      obtain financial information and
      investment experience objectives of the person; and




o
      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:




o
      sets forth the basis on which the
      broker or dealer made the suitability determination; and




o
      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.