EXHIBIT 99

CERTAIN RISK FACTORS WHICH MAY IMPACT OUR BUSINESS, RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

Our business plan relies on market acceptance of our OPEX system, which has not
been commercially launched, to increase our revenues.

While we are presently engaged  primarily in voice brokerage,  our business plan
calls for OPEX to be a major  contributor  to our success.  We must  continue to
grow our revenues through our existing services and by gaining market acceptance
of our OPEX system  when it is  commercially  launched.  When our OPEX system is
commercially  launched  which we anticipate  will occur during the first half of
2006,  we must gain  market  acceptance  of the OPEX  system  with our  existing
customers as well as other  professional  options traders to achieve  acceptable
revenue growth.  However, OPEX might not be successful when it is launched.  Our
failure  to fully  launch  OPEX would  have a  material  negative  effect on our
financial prospects.

Our history of operating  losses in our current business and our plan to enter a
new line of business may make it difficult  for you to evaluate our business and
your investment.

We have had a history of operating losses through 2004 and we may have operating
losses in the future. Our accumulated  deficit was approximately $8.1 million at
September 30, 2005. Our auditors have included an explanatory paragraph in their
Report included in our audited financial statements for the years ended December
31,  2004 and 2003,  which  are  contained  in the  prospectus  included  in our
registration  statement on Form SB-2, to the effect that our significant  losses
from operations raise substantial doubt about our ability to continue as a going
concern.  Because these losses were  sustained in the businesses in which we are
now  engaged,  and we  currently  intend  to enter  into a new line of  business
through the launch of our OPEX  offering,  you may find it difficult to evaluate
our business and its prospects.

Our quarterly financial results will continue to fluctuate making it difficult
to forecast our operating results.

Our quarterly  operating  results have  fluctuated in the past and we expect our
revenues and operating  results may vary  significantly  from quarter to quarter
due to a number of factors, many of which are beyond our control, including:

o variability in demand and usage for our product and services.  For example, to
the extent  that  market  demand  for OTC energy  products  and  derivatives  is
reduced, our revenues will decrease accordingly; and

o  governmental  regulations  affecting the use of the Internet in general,  and
electronic messaging in connection with financial transactions in particular. We
rely on electronic messaging in conducting our business.  Any future regulations
which prohibit  electronic  messaging in effecting  financial  transactions,  or
which otherwise impose additional requirements on the form, content or retention
of  electronic  messaging,  could  significantly  increase  our  cost  of  doing
business.

<PAGE>

We have historically lost money and our losses may continue in the future, which
may  cause  us to  curtail  our  current  operations  and  our  development  and
implementation of OPEX.

We have incurred losses through fiscal 2004 and have since been  profitable.  We
may again  operate at a loss in the future and we cannot assure you that we will
be  successful in  maintaining  positive  cash flow and  profitable  operations.
Accordingly,  our ability to operate our current business and implement OPEX may
be hampered by negative cash flows and liquidity problems in the future, and the
value of our stock may  decline  as a result.  In the  past,  we  suspended  the
development  and  implementation  of OPEX  for a year,  in part  because  of our
negative cash flow.

Our  pricing  model  for  OPEX  services  is  unproven  and  may  be  less  than
anticipated, which may harm our gross margins.

The pricing model of our OPEX services may be lower than expected as a result of
competitive pricing pressures,  promotional programs and customers who negotiate
price reductions in exchange for longer term purchase  commitments or otherwise.
Our pricing model depends on the specific  requirements  of the order,  purchase
volumes,  the sales and service  support and other  contractual  agreements.  We
expect to experience  pricing  pressure and anticipate  that the average selling
prices and gross margins for our products may decrease over product life cycles.
We may not be  successful in developing  and  introducing  on a timely basis new
products  with  enhanced  features and services that can be sold at higher gross
margins.

The terms of the employment  agreement with our new Chief Executive  Officer may
erode our profitability  and dilute the price our shareholders  could receive in
the event another company acquires us.

We believe that the employment arrangement with our new Chief Executive Officer,
Kevin  Cassidy,  may decrease our  profitability  and cash flows from  operating
activities if our revenues decrease or if we are unable to increase our revenues
in  an  amount   sufficient  to  cover  the  additional   cash  and  stock-based
compensation we will pay to Kevin Cassidy.  Kevin  Cassidy's fixed  compensation
will gradually increase from $215,000 we paid him as a consultant to $350,000 by
2009. Also,  Kevin's Cassidy's  compensation  agreement  provides that beginning
with the first month of the quarter in which the amount payable to Kevin Cassidy
is fully paid,  he will be paid  additional  cash and  stock-based  compensation
amounting to 5% and 2%,  respectively,  of our gross revenues.  Furthermore,  we
will  issue  options  to Kevin  Cassidy  equal to 20% of the number of shares of
common stock issuable under  warrants which become  exercisable  pursuant to any
Order Flow Agreements  (Order Flow Agreements are the agreements  under which we
issue warrants to a firm based on the volume of orders the firm placed with us).
Finally, we will issue to Kevin Cassidy 5,000 options each time a firm registers
with and executes its first 10,000 lots on our OPEX  platform.  The total number
of such options will be limited to 2,500,000.

In the event we are acquired by another  company,  we would have to pay to Kevin
Cassidy  up to  approximately  $650,000,  which  could  reduce  the  amount  our
shareholders   would  have   otherwise   received  as  part  of  this  potential
acquisition.

<PAGE>

We may face difficulties in transitioning our customers from voice brokerage to
electronic trading or a combination of both.

By  launching  OPEX,  we intend to retain  existing  customers  and  attract new
customers to our services. Our experience in marketing and supporting electronic
trading  services is limited.  We may need to supplement our existing staff with
marketing and support  personnel with more extensive  experience in these areas,
which would increase our operating expenses and cost of revenues.  Additionally,
management will need to expend significant time and resources to ensure a smooth
transition from voice brokerage to electronic  trading or a combination of both,
which could distract management from maintaining or expanding our operations.

Existing  customers may resist the  transition to  electronic  trading.  New and
existing customers may be unsatisfied with the support we provide for electronic
trading  and may prefer  continuing  with voice  brokerage  or  discontinue  our
relationship based on actual or perceived problems they experienced in using our
services.  The loss of new or  existing  customers  could  decrease  the  market
acceptance of our  products,  harm our  reputation  and reduce our revenues from
existing  customers.  This  could  have  a  negative  effect  on  our  business,
operations, and financial condition.

We may face  increased  credit risks when  expanding  our customer base and from
volatile fluctuations in prices of natural gas and related derivatives.

One of our  customers  accounted for 16% of our revenues  during the  nine-month
ended  September  30, 2005.  In  attempting to diversify and expand our customer
base, some of our new customers, such as hedge funds and individual traders, may
have  higher  credit  risks than  certain  of our  existing  clients,  which are
financial institutions.  The financial positions of these new clients may impact
our ability to collect our fees  generated  from the  transactions  we submit on
their behalf.  Additionally,  volatile fluctuations in prices of natural gas and
related  derivatives may adversely  impact the financial  position of certain of
our clients  which may not have the resources to pay us for past services or may
reduce the volume of transactions we would handle on their behalf in the future.
This could have a negative  effect on our  business,  operations,  and financial
condition.

We cannot be certain that we will be able to protect our proprietary information
and  intellectual  property,  which  we  rely  on to  maintain  our  competitive
position.

We rely on our proprietary information and intellectual property to maintain our
competitive position. We may not be able to protect a significant portion of our
proprietary  information,  such  as our  client  lists,  since  we do  not  have
confidentiality agreements with some of our employees.  Accordingly,  we may not
be able to effectively prevent disclosure of our proprietary  information and we
may not have an adequate remedy in the event of unauthorized  disclosure of such
information.  We  cannot  assure  you  that  measures  we  take to  protect  our
proprietary  information  and  intellectual  property will be successful or that
third parties will not develop  alternative  solutions that do not infringe upon
our intellectual property.

We also have patent applications pending,  which are intended to protect certain
of our  proprietary  technology  relating to our planned OPEX business.  We have
been cautious in seeking to obtain  patent  protection  for our products,  since
patents often provide only narrow  protection  that may not prevent  competitors
from  developing  products that function in a manner similar to those covered by
our patents. In addition, some of the foreign countries in which we plan to sell
our OPEX  system do not  provide the same level of  protection  to  intellectual
property as the laws of the United States.

<PAGE>

Potential liability for infringement claims might deter customers from using our
OPEX system.

We could be  subject to  intellectual  property  infringement  claims by others.
Potential  customers  may be  deterred  from  using our OPEX  system for fear of
infringement claims. If, as a result,  potential customers forego using our OPEX
system,  demand for our services and  applications  could be reduced which would
harm our business.  Claims against us, and any resultant  litigation,  should it
occur in regard to any of our services  and  applications,  could  subject us to
significant   liability  for  damages   including  treble  damages  for  willful
infringement.   In   addition,   even  if  we  prevail,   litigation   could  be
time-consuming  and expensive to defend and could result in the diversion of our
time and attention. Any claims from third parties may also result in limitations
on our ability to use the intellectual  property subject to these claims. Claims
that we are infringing the  intellectual  property rights of third parties could
have a  negative  effect on our  business,  revenues,  financial  condition  and
results of operations.

We may rely on strategic relationships to promote our OPEX system and for access
to  licensed  technology;  if we fail to  develop,  maintain  or  enhance  these
relationships,  our ability to serve our  customers and develop new features and
functionalities could be harmed.

Due to the evolving nature of our industry, we may need to develop relationships
to adapt to changing  technologies and standards and to work with newly emerging
companies with whom we do not have pre-existing  relationships.  For example, it
may be  important  to our  clients  that  OPEX  integrates  seamlessly  with the
technology  used by  exchanges.  We do not currently  have a  technology-sharing
relationship  with  the  exchanges  to  ensure  such  seamless  meshing  of  our
respective  technologies  as they now  exist or as they may be  enhanced  in the
future.  We cannot be  certain  that we will be  successful  in  developing  new
relationships,  technological or otherwise, or that such relationships will view
them as  significant  to their own  business  or that they will  continue  their
commitment  to us in the future.  If we are unable to maintain or enhance  these
relationships,  we may have difficulty  strengthening our technology development
and increasing the adoption of our OPEX system.

If we  fail  to  enhance  our  OPEX  system  by  introducing  new  features  and
functionalities  in a timely manner to meet changing  customer  requirements and
emerging  industry  trends or  standards,  our ability to grow our business will
suffer.

The market for electronic  trading systems is  characterized by rapidly changing
technologies  and short product life cycles.  These market  characteristics  are
heightened by the emerging  nature of the Internet and the  continuing  trend of
companies  from  many  industries  to  offer  Internet-based   applications  and
services. The widespread adoption of the Internet, networking, electronic option
trading, or telecommunications technologies or other technological changes could
require us to incur  substantial  expenditures  to modify or adapt our operating
practices or  infrastructure.  Our future success will depend in large part upon
our ability to:

<PAGE>

o identify and respond to emerging technological trends in the market;

o enhance our products by adding innovative features that differentiate services
and applications from those of our competitors;

o acquire and license leading technologies;

o bring new services and applications to market and scale our business on a
timely basis at competitive prices; and

o respond effectively to new technological changes or new product announcements
by others.

We will not be competitive unless we introduce new features and  functionalities
to our OPEX system that meet evolving industry  standards and customer needs. In
the future,  we may not be able to address  effectively  the  compatibility  and
interoperability  issues  that arise as a result of  technological  changes  and
evolving industry standards. The technical innovations required for us to remain
competitive are inherently complex,  require long development  schedules and are
dependent  in some  cases  on sole  source  suppliers.  We will be  required  to
continue to invest in research and  development  in order to attempt to maintain
and enhance our  existing  technologies  and  products,  but we may not have the
funds available to do so. Even if we have sufficient  funds,  these  investments
may  not  serve  the  needs  of  customers  or  be   compatible   with  changing
technological  requirements  or  standards.  Most  development  expenses must be
incurred  before the technical  feasibility  or  commercial  viability of new or
enhanced  services  and  applications  can be  ascertained.  Revenue from future
services and  applications or enhancements to services and  applications may not
be sufficient to recover the associated development costs.

The  technology  underlying  our OPEX system is complex and may contain  unknown
defects that could harm our reputation,  result in product liability or decrease
market acceptance of our services and applications.

The technologies  underlying financial services and applications are complex and
include  software that is internally  developed.  Software  products using these
technologies may contain errors or defects,  particularly  when first introduced
or when new versions or enhancements are released.  We may not discover software
defects that affect our current or new services and applications or enhancements
until after they are sold.  Furthermore,  because our services and  applications
are designed to work in conjunction with various platforms and applications,  we
are susceptible to errors or defects in third-party applications that can result
in a lower quality product for our customers. Because our customers depend on us
for digital media management, any interruptions could:

o damage our reputation;

o cause our customers to initiate product liability suits against us;

o increase our product development resources;

o cause us to lose revenues; and

o delay market acceptance of our products.

<PAGE>

A significant portion of our revenues is from incentives from two U.S.
exchanges. We may not receive those incentives in the future.

We receive incentives from ICE and NYMEX which accounted collectively for 13% of
our revenues for the nine-month  period ended September 30, 2005. The incentives
are earned based on a percentage of the total revenues  received by the exchange
attributable  to  our  volume  of  transactions   submitted  to  the  respective
exchanges.  The  incentives  are earned  based on a written  agreement  with ICE
expiring by June 2006 or earlier if our separate brokerage agreement with ICE is
terminated.  The incentives  earned from NYMEX are based on a program offered to
all brokers,  traders,  and energy traders initially launched in 2003. NYMEX has
amended the terms of its incentive  program by decreasing  the incentive rate by
50%.  NYMEX may amend the terms of the  incentives or cancel this program at any
time.  ICE also may  request  that we amend the terms of our  agreement.  We may
agree to some or all of any requested changes.  Accordingly, we cannot guarantee
that we will continue to receive the level of such incentives in the future,  if
at all. If we do not receive these incentives, our revenues will decrease.

We depend on our relationship with Capital Energy Services to maintain our floor
brokerage operations.

Our income  from floor  brokerage  operations  amounted  to  approximately  $1.4
million during the nine-month  period ended September 30, 2005. We depend on our
relationship  with  CES to  maintain  or  increase  the  profitability  of  such
operations.  Edward J.  O'Connor,  our  former  Chief  Executive  Officer  and a
director, is a 50% shareholder of CES. Kevin P. Cassidy, our new Chief Executive
Officer and a director  since October 2005, is the Managing  Director of CES. To
maintain  these  floor  brokerage  operations,  CES may need to provide  certain
financial guarantees to NYMEX or other exchanges. CES may not have the resources
to  provide  such  financial  guarantees  and we may not be able to  assist  CES
financially.  Additionally,  CES may be prevented  from trading based on certain
government  regulations.  If CES  loses its  ability  to trade on NYMEX or other
exchanges,  we cannot maintain our floor brokerage operations.  If we are unable
to maintain our floor  brokerage  operations,  our revenues will decrease and it
would adversely impact our financial condition.

We rely heavily on the services of our technical staff and consultants.

We rely  heavily on the services of our  technical  staff and on the services of
consultants.  Our technical  employees are not presently employed on a full time
basis.  The loss of the services of technical  employees and  consultants  would
have a negative material effect on us.

We face intense and  increasing  competition  in the  electronic  energy options
market.  If we do not compete  effectively  or if we experience  reduced  market
share from increased competition, our business will be harmed.

As the emerging market for electronic energy options develops,  more competitors
are likely to emerge. We believe that the principal  competitive  factors in our
market include:

o service functionality, quality and performance of the electronic trading
system;

o ease of use, reliability and security of electronic trading system;

o establishing a significant base of customers and sales force;

o ability to introduce new features and functionalities to the market in a
timely manner;

o customer service and support; and

o pricing.

<PAGE>

The natural gas options market has many competitors involved in the brokering of
natural  gas  options.  Capital  investment  for entry  into the  market is low.
Accordingly,  a number of small  brokerage  firms  flourish along side of larger
more established brokerage firms such as Cantor Fitzgerald,  L.P., MAN Group PLC
and ICAP PLC.

With the advent of OTC cleared options, several other OTC brokers have been able
to  capitalize  on this  opportunity  by  using  the  newly  available  clearing
mechanisms to match previously  unmatchable  counterparties.  With lesser credit
concerns, it allows more liquidity in the energy options market.

There are several other  well-financed  companies who do or may compete with us.
In the OTC natural gas market, our competitors  include Amerex Natural Gas Ltd.,
Choice Energy LP, G.A. Options, MAN Financial,  Inc. and Tullet Natsource,  Inc.
In the NYMEX natural gas market,  our competitors  include Clarion Trading,  SCS
Trading  Corp.,  and ICAP PLC. When we implement our OPEX system,  we anticipate
that its potential  competitors will include NYMEX,  ICE, eSpeed and the Chicago
Mercantile Exchange.

Substantially  all  of our  competitors  have  more  capital,  longer  operating
histories,  greater brand  recognition,  larger customer bases and significantly
greater  financial,   technical  and  marketing  resources  than  we  do.  These
competitors may also engage in more extensive development of their technologies,
adopt  more  aggressive   pricing  policies  and  establish  more  comprehensive
marketing and  advertising  campaigns than we can. Our  competitors  may develop
products  and  service  offerings  that  we  do  not  offer  or  that  are  more
sophisticated  or more cost effective than our own. For these and other reasons,
our  competitors'  products and services may achieve  greater  acceptance in the
marketplace than our own, limiting our ability to gain market share and customer
loyalty and to generate  sufficient  revenues to achieve a  profitable  level of
operations.  Our failure to  adequately  address any of the above  factors could
harm our business and operating results.

Dependence on outside clearinghouses for increased revenue.

We are  dependent  on  outside  clearinghouses  such as  NYMEX  and,  through  a
relationship  with the ICE,  the  London  Clearinghouse  to  provide us with OTC
Clearing  services.  We can give no assurance that these companies will continue
to offer  this  service  to  trades  brokered  by us and  should  those  outside
clearinghouses  cease to offer this service,  it would have a material  negative
effect on us and our prospects.

Reliance on natural gas options.

While our plan is to  leverage  success of energy  options and expand into other
markets  while  maintaining  our status as an "exempt  commercial  market",  the
success of this plan is  subject to market  forces  outside of our  control.  At
present,  more than 90% of our  revenues is derived  from trading in natural gas
options.  If there should be a  significant  slowdown in the natural gas options
trading  industry,  due  to  weather  conditions,  governmental  regulations  or
geopolitical   conditions,   including  war  and  terrorism,  it  would  have  a
significant negative impact on us.

<PAGE>

The continued  operations of our business are dependent on the  performance  and
continued service of our executive  officers and key employees,  and our ability
to attract and retain skilled personnel.

Our performance and future operating results are substantially  dependent on the
continued service and performance of Kevin Cassidy, our Chief Executive Officer,
Edward J. Connor,  former  Chief  Executive  Officer,  and Mark  Nordlicht,  our
Chairman  of the Board.  To the extent  that the  services  of those two persons
become  unavailable,  our business and  prospects  would be adversely  affected.
Should  we be  required  to do so,  we do not know  whether  we would be able to
employ equally qualified persons to replace any of these persons.  Moreover,  we
do not currently  maintain "key man" insurance on any of our executive  officers
or other key employees and do not intend to obtain this type of insurance in the
near future.  Additionally,  we do not have written  agreements with most of our
staff and,  other than  traditional  compensation  packages and stock options we
contemplate  granting  to our staff,  we do not have  other  means to ensure the
retention of their services. If we are successful in implementing and developing
our business, we will require additional managerial,  administrative and support
personnel.  Competition for highly  qualified  personnel is intense,  and we can
make no assurances  that we can retain our key employees or that we will be able
to attract or retain  qualified  personnel in the future.  To the extent we have
fewer  financial  resources  available to us than our  competitors we may not be
able to attract and retain a sufficient number of qualified personnel.  The loss
of the  services  of any of our  management  or  other  key  employees  and  our
inability to attract and retain other necessary  personnel could have a material
adverse effect on our financial condition, operating results, and cash flows.

Certain employees' and consultants'  efforts currently account for a significant
amount of our  revenues.  Should the  services of these  individuals,  including
Kevin Cassidy,  no longer be available to us, and suitable  replacements  not be
hired or retained, we would experience adverse effects of varying degrees.

We could become subject to increased governmental and organizational regulation.

We intend  for our OPEX  platform,  when  implemented,  to qualify as an "exempt
commercial market" under the rules of the Commodities Futures Trading Commission
("CFTC").  Although an ECM may be required to provide  certain  trade volume and
pricing  information  to the CFTC,  an ECM is not required to register  with the
CFTC.  However,  if  we  were  to no  longer  qualify  for  the  exemption  from
registration, either because of changes in law or the scope of our business, our
businesses would become subject to extensive  regulation at both the federal and
state levels. In addition,  self-regulatory organizations, such as NYMEX and the
National Futures Association,  require compliance with their extensive rules and
regulations.   Among  other  things,   these   regulatory   authorities   impose
restrictions  on  sales  methods,  trading  practices,  use and  safekeeping  of
customer funds and securities,  record keeping and the conduct of principals and
employees.  The extensive  regulatory  framework  applicable to the  commodities
brokerage  industry,  the  purpose  of which  is to  protect  customers  and the
integrity  of the  commodities  markets,  would  impose  significant  compliance
burdens and attendant costs on us. The regulatory  bodies that administer  these
rules do not attempt to protect the interests of our  stockholders  as such, but
rather the public and markets generally. Failure to comply with any of the laws,
rules or regulations of any independent,  state or federal regulatory  authority
to which we become  subject  could result in a fine,  injunction,  suspension or
expulsion from the industry,  which could  materially  and adversely  impact us.
Furthermore,  amendments  to  existing  state or  federal  statutes,  rules  and
regulations or the adoption of new statutes, rules and regulations could require
us to alter our methods of operation at costs which could be substantial.

<PAGE>

Our cash  flows and  capital  resources  may be  insufficient  to make  required
payments on our substantial indebtedness and future indebtedness.

We  have  a  significant   amount  of  debt.  At  September  30,  2005,  we  had
approximately $2.3 million of debt, a substantial portion of which is due to our
Chairman, Mark Nordlicht.

Our substantial debt could have important  consequences to you. For example,  it
could:

o make it difficult for us to satisfy our debt obligations;

o make us more vulnerable to general adverse economic and industry conditions;

o limit our ability to obtain additional financing for working capital, capital
expenditures, acquisitions and other general corporate requirements;

o require us to dedicate a substantial portion of our cash flow from operations
to payments on our debt, thereby reducing the availability of our cash flow for
operations and other purposes;

o limit our flexibility in planning for, or reacting to, changes in our business
and the industry in which we operate; and

o place us at a competitive disadvantage compared to competitors that may have
proportionately less debt.

If our cash  flows  and  capital  resources  are  insufficient  to fund our debt
service obligations,  we may be forced to reduce or delay capital  expenditures,
sell material assets or operations, obtain additional capital or restructure our
debt.  In the event  that we are  required  to  dispose  of  material  assets or
operations to meet our debt service and other obligations, the value realized on
such assets or operations will depend on market  conditions and the availability
of buyers.  Accordingly,  any such sale may not,  among other  things,  be for a
sufficient dollar amount.

The Penny Stock Rules apply to our common stock. This may make it more difficult
for holders of our common stock to resell their shares.

At the present time, our common stock is not listed for trading on any stock
exchange.

<PAGE>

The Securities  Enforcement and Penny Stock Reform Act of 1990 requires  special
disclosure  relating to the market for penny stocks in connection with trades in
any stock defined as a "penny stock." Commission  regulations generally define a
penny stock to be an equity  security that has a market price of less that $5.00
per  share  and is not  listed  on  Nasdaq  or a  major  stock  exchange.  These
regulations subject all broker-dealer  transactions involving such securities to
the  special  "Penny  Stock  Rules"  set forth in Rule  15g-9 of the  Securities
Exchange  Act of 1934.  It may be  necessary  for the  Selling  Stockholders  to
utilize the services of broker-dealers  who are members of the NASD. The current
market  price of our common  stock is  substantially  less that $5 per share and
such stock can, for the foreseeable  future, be expected to continue to trade in
the  over-the-counter  market at a per share market price of substantially  less
than $5.  Accordingly,  any broker-dealer sales of our shares will be subject to
the Penny Stock Rules.  These Rules affect the ability of broker-dealers to sell
our securities and also may affect the ability of purchasers of our common stock
to sell their shares in the secondary market.

The Penny  Stock  Rules also  impose  special  sales  practice  requirements  on
broker-dealers  who sell  securities  to persons  other  than their  established
customers or "accredited  investors." Among other things,  the Penny Stock Rules
require that a broker-dealer make a special suitability determination respecting
the purchaser and receive the purchaser's  written  agreement to the transaction
prior  to  the  sale.  In  addition,  the  Penny  Stock  Rules  require  that  a
broker-dealer deliver, prior to any transaction,  a disclosure schedule prepared
in accordance  with the  requirements  of the  Commission  relating to the penny
stock market. Finally,  monthly statements have to be sent to any holder of such
penny stocks disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks. Accordingly,  for
so long as the Penny Stock Rules are  applicable to our common stock,  it may be
difficult to trade such stock  because  compliance  with such Rules can delay or
preclude certain trading transactions.  This could have an adverse effect on the
liquidity and price of our common stock.

Management substantially controls us and their interests may be different from
yours and may be in conflict with yours.

The  interests  of our  management  could  conflict  with the  interests  of our
stockholders.  Our officers and directors  beneficially own approximately 46% of
our  outstanding  common  stock.  Accordingly,  if  they  act  together  with  a
relatively  small number of stockholders  owning more than 4% of the outstanding
common stock,  they will have the power to approve  corporate  transactions  and
control the  election  of all of our  directors  and other  issues for which the
approval of our  stockholders is required.  This  concentration of ownership may
also  delay,  deter or  prevent  a change  in  control  of us and may make  some
transactions  more  difficult or impossible  to complete  without the support of
these  stockholders.  As a  result,  you may  have  no  effective  voice  in our
management .

Our  majority  stockholders  will be able to take  stockholder  actions  without
giving  prior  notice  to any of you.  You may,  therefore,  be  unable  to take
preemptive measures that you believe are necessary to protect your investment in
the company.

The majority  stockholders are able to take  stockholder  actions in conformance
with Section 228 of the Delaware General  Corporation Law and our Certificate of
Incorporation,  which  permits  them to take any action which is required to, or
may, be taken at an annual or special meeting of the stockholders, without prior
notice and without a vote of our  stockholders.  Instead of a vote,  stockholder
actions can be authorized by the written consents to such actions, signed by the
holders of the number of shares  which  would have been  required to be voted in
favor of such  action at a duly  called  stockholders  meeting.  We would not be
required to give prior notice to all  stockholders  of actions taken pursuant to
the written  consents  of the  majority  stockholders  and our  obligations  are
limited  to giving  notice of such  actions  promptly  after any action has been
taken.