**Exhibit 99.1**

 

**RISK FACTORS**

 

In connection with the safe harbor provisions of the Private SecuritiesLitigation Reform Act of 1995, set forth below are cautionary statementsidentifying important factors that could cause actual events or results todiffer materially from any forward-looking statements made by or on behalf ofus, whether oral or written. We wish to ensure that any forward-lookingstatements are accompanied by meaningful cautionary statements. Accordingly,any such statements are qualified in their entirety by reference to, and areaccompanied by, the following important factors that could cause actual eventsor results to differ materially from our forward-looking statements.  Additional risk factors relating to ourbusiness are identified in our annual report on Form 10-K and our other filingswith the Securities and Exchange Commission.

 

**A. RISK RELATED TO THE ASSET SALE**

 

***We cannot be sure ifor when the Asset Sale will be completed.***

 

The consummation of the Asset Sale is subject to the satisfaction ofvarious conditions, including the requirement that we obtain shareholderapproval and adoption of the Sale Agreement and the Asset Sale and the absenceof a material adverse change. We cannot guarantee that we have satisfied orwill be able to satisfy the closing conditions set forth in the Sale Agreement.If we are unable to satisfy the closing conditions, Claranet will not beobligated to complete the transaction.

 

If the Sale Agreement and the Asset Sale are not approved and adoptedby our shareholders, or if the Asset Sale does not close, our board ofdirectors, in discharging its fiduciary obligations to our shareholders, willbe compelled to evaluate other alternatives which we believe would be lessfavorable to our shareholders than the Asset Sale. If the Asset Sale is notconsummated, there can be no assurance that we can obtain an alternativesolution to our liquidity issues. In that event, and unless we could find suchan alternative solution, we would have insufficient funds to continue tooperate.

 

***If the Asset Sale isnot completed, we will not be able to continue as a going concern withoutadditional financing, and in the absence of another offer we do not believe wewill be able to raise that financing.***

 

If theAsset Sale does not close because we fail to meet any of the closing conditionsset forth in the Sale Agreement, because the Sale Agreement and Asset Sale arenot approved and adopted by our shareholders, or for any other reason, we willrequire immediate funds to repay Claranet for amounts due and owing under theworking capital facility agreement, and if we are at fault, we will also berequired to pay the break fee to Claranet and reimburse the $3.0 milliondeposit paid by Claranet.  In such event,we will also require additional financing to be able to continue our operationsas a going concern.  We currently do nothave an alternative proposal for any new financing.  If under these circumstances we cannot raisethe new financing in a short period of time, our alternatives would be limitedby the time available to raise the required finance to avoid insolvencyproceedings. 

 

***We will not know thetiming, amount or nature of any distributions to shareholders.***

 

If the Sale Agreement and Asset Sale are approved and adopted, our boardof directors is currently unable to predict the timing, amount or nature of, orthe record dates for, distributions, if any, to our shareholders following theAsset Sale, whether or not the Plan of Dissolution is approved. As a result,our shareholders will not know the timing, amount or nature of anydistributions. The amount available for distributions to shareholders willdepend in part upon the adjustments to the purchase price set forth in the SaleAgreement, particularly the amount drawn by us on the interim working capitalfacility provided by the Purchaser, obligations outstanding when the Asset Saleis completed, and the time and ongoing expense incurred that is required tocomplete the process of liquidation. Any available cash and any amounts receivedin connection with the Asset Sale that are used to provide for our claims andobligations and ongoing expenses will reduce cash and other assets availablefor distribution to our shareholders.

 

***Through the date ofclosing and a final distribution to shareholders, we will likely continue toexperience negative cash flow and any delay in the closing process willdecrease the net funds available for distribution to shareholders***

 

We continue to experience negative cash flows from our consolidatedoperations. Without sufficient funds to make termination payments, we cannotengage in further restructuring activities to reduce further the operatingexpenses and negative cash flow. On a consolidated basis, we are currentlyusing approximately $2.0 million per month in negative cash flow and expect tocontinue that trend through a closing of the Asset Sale. We anticipate that theclosing would occur during the first week of July. If the closing occurs asanticipated, we would likely use all or a portion of the $7.0 million (Euro 5.3million) working capital facility to be provided by Claranet, thereby reducingthe $26.4 million purchase price by the amount of the funds we draw from thefacility. We have already utilized the $3.0 million deposit paid to us for workingcapital and $1.1 million of that amount will also reduce the net proceeds at aclosing. 

 

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***The amount of netproceeds available to shareholders will depend on negotiations with creditorsand vendors and the lack of unanticipated creditor claims***

 

Assuming we close the Asset Sale, the net proceeds will first be usedto satisfy our remaining debts and obligations. Those obligations include butare not limited to termination payments to employees, payment toward ouraccrued liabilities, the transaction costs of the Asset Sale, which includesprofessional fees that have not been paid on a current basis out of workingcapital, termination costs for cancellation of the headquarters’ leasedpremises and the satisfaction of our debt to the sellers of the AMEN and PSINetEurope companies. The net proceeds that will be available for distribution toshareholders will depend on the amounts that are ultimately paid to satisfythese obligations.

 

No legal actions to challenge the transaction or suits by creditors orother persons for claims have been raised to date. If any such actions areinitiated, the cost of defending any such lawsuit and any damage claim assessedagainst us would diminish the net proceeds available to shareholders. 

 

During and subsequent to the end of the quarter ended March 31,2005, we have engaged in discussions with the former owners of the PSINetEurope companies with a view toward renegotiating the Euro 6 million ($7.8million) zero coupon convertible note obligation we entered into in connectionwith our acquisition of the five PSINet Europe companies on August 20,2004.  See **ITEM. 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS, Recent Events and Potential Sale of the Businesses**forfurther discussion of the renegotiation. There can be no assurance that the proposed compromise of the note willbe completed on the terms described above and if it is not, the amount of fundsavailable for distribution to shareholders upon the completion of the liquidationof the Company could be materially impacted.

 

***Fluctuations in the exchange rate between theU.S. dollar and the various currencies in which we conduct business may affectthe funds available for distribution to our shareholders***

 

Claranet has extended to us a working capital facility up to a maximumof Euro 5.3 million or the equivalent of $7.0 million based on the applicableUS$/€ exchange rate for April 30, 2005, the date the working capital facilitywas executed.  We will draw upon thefacility in the currency of our working capital requirements, primarily inEuros, but also in British pounds, Swiss Francs and U.S. dollars. Each drawupon the working capital facility in a currency other than the Euro will bevalued in Euros based on the spot exchange rate on the date immediately priorto the draw of the currency of the draw. Fluctuations in foreign currency exchange rates may impact the totalamount of the draws and the amount that will be deducted against the purchaseprice in order to repay the facility on the date of closing.  For example, if the Euro to U.S. dollarexchange rate as of the date immediately prior to the close of the Asset Saleis greater than the exchange rate as of April 30, 2005, the amount that werepay to Claranet and deduct against the $26.4 million purchase price will behigher than what would have been deducted had the exchange rate been the samefor the two dates.

 

In addition, we have accrued liabilities and we incur expenses in localcurrencies primarily Euros.  Our estimateof the debts and liablities that we will repay after closing the Asset Sale isbased on the Euro to U.S. dollar exchange rate as of the time the estimate ismade.  Fluctuations in foreign currencyexchange rates may materially increase the total amount of liabilities thatwill be repaid and expenses that are incurred by us as expressed in U.S.dollars until the final liquidation of the Company, and thereby negativelyimpact the net funds that will be available for distribution to ourshareholders.

 

**B. RISK FACTORS RELATED TO OUR BUSINESS**

 

***We are continuing toincur substantial losses and reductions in cash.***

 

We have incurred substantial losses for the year ended December 31,2004 and the three months ended March 31, 2005, and our cash position hascontinued to deteriorate. We are meeting our needs for operating cash withproceeds from a recent sale of a Swiss subsidiary, use of the deposit providedby the Purchaser in connection with the original letter of intent, and we willbegin to draw upon the working capital facility provided by the Purchaser. Ifwe continue to operate our business, we will continue to incur claims,liabilities and expenses from operations (such as operating costs, salaries,lease payments, insurance, payroll and local taxes, legal and accounting feesand miscellaneous office expenses). We would also continue to face competitionwithin the industry from well-established national, regional and independentcompetitors with greater financial and other resources than us. In addition,perception of our financial condition adversely affects our business. We cannotassure that we will not continue to incur substantial losses if we continue toconduct our operations.

 

***We cannot assure youof the continued listing of our common stock on the NASDAQ market***

 

On June 15, 2004 we received a letter from The Nasdaq Stock Market, Inc.indicating that our common stock had failed to meet Nasdaq’s continued listingrequirement that the common stock trade above $1.00 per share because it tradedbelow $1.00 per share for the preceding 30 consecutive trading days. Nasdaqinformed us that, if the bid price of shares of our common stock did not closeat or above $1.00 for at least 10 consecutive trading days prior to December 13,2004, we would be notified that our common stock would be delisted from theNasdaq SmallCap Market. On December 15, 2004, VIA announced that that itreceived a letter from the Nasdaq Stock Market granting the company a second 180-dayextension, to June 10, 2005, to regain compliance with Nasdaq’s minimumbid price requirement. In granting the extension, Nasdaq noted that VIA met allother Nasdaq SmallCap Market listing standards.

 

In order to maintain its listing on the Nasdaq SmallCap Market, VIAmust maintain compliance with the continuing listing standards for the SmallCapMarket, which include: minimum stockholders’ equity of $2.5 million, apublic float of 500,000 shares, market value of publicly held shares of$1 million, at least two market makers and a minimum bid price of at least$1.00 per share.

 

Further, there can be no assurance that VIA’s common stock will comeinto compliance with Nasdaq’s minimum bid price requirement before June 10,2005. Although we are considering seeking stockholder approval for a reversestock split to regain compliance with the minimum bid price requirement, wecannot assure you that our stockholders would approve a reverse split or thatour board ultimately would implement one.  If our common stock is delistedfrom the Nasdaq SmallCap Market, we could trade on the OTC Bulletin Board,which is substantially less liquid than the SmallCap Market. If VIA’s commonstock is delisted from the Nasdaq markets, the trading market for our commonstock could be disrupted, which could make it difficult for investors to tradein our common stock and may result in a reduction in the market price of sharesof our common stock.

 

***We rely on telecommunicationsproviders in our markets to provide our customers with reliable access to ourservices, and failures or delays in providing access could limit our ability toservice our customers and impact our revenues and operating results***

 

Our customerstypically access our services either through their normal telephone lines ordedicated lines provided by local telecommunications providers specifically forthe purposes of accessing and utilizing the Internet.  Our customers are usually required tomaintain their telephone line to utilize certain of our resold voice servicesor must have a pre-existing voice service prior to switching to our voiceservice, depending on the resold voice service we offer. In some of our markets,we experience delays in delivery of new telephone or dedicated lines thatprevent our customers from utilizing our services.  These delays result in lost revenues.  Additionally, some total telecommunications providersthat provide internet services provide delivery of telephone or dedicated linesto their own internet customers on a preferential basis, which may cause us tolose current and potential customers.  Wealso lease network capacity and VPNs from telecommunications providers and relyon the quality and availability of their service.  These companies may experience disruptions ofservice, which could disrupt our services to, or limit internet access for ourcustomers.  We may not be able to replaceor supplement these services on a timely basis or in a cost-effective manner,which may result in customer dissatisfaction and lost revenues.  In addition, to the extent that alternativelocal access providers fall in any particular market, the incumbenttelecommunications providers will experience less competitive prior pressurefor access, which could increase our cost structures and impair our profit margins.

 

***We depend on the reliability ofour network and systems, and a failure or a breach of our security measurescould result in a loss of customers and reduced revenues***

 

We are able todeliver services only to the extent that our network and systems are protectedagainst damages from technical network or system failures, computer viruses,natural disasters and unauthorized access of intentional acts or omissionscaused by third parties. Any failure, accident or security breach that causesinterruptions in our operations could impair our ability to provide services toour customers and negatively impact our revenues and results of operations. Tothe extent that any disruption or security breach results in a loss or damageto our customers’ data or applications, or inappropriate disclosure ofconfidential information, we may incur liability as a result. In addition, wemay incur additional costs to remedy the damages caused by these disruptions orsecurity breaches. Although we currently possess errors and omissions insuranceand business interruption insurance, these policies may not provide effectivecoverage upon the occurrence of a material event or a combination of events.

 

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